Business Associations – Uniform Limited Partnership Act – Corporation as a Limited Partner

The Port Arthur Trust Co., a Texas corporation, sought to enter into a limited partnership agreement as a limited partner. Its capital contribution was to be three trusts established by the prospective general partner wherein the trust company had been named trustee. The secretary of state refused to file the instrument creating the limited partnership on the grounds “that it was necessary for a corporation to have express charter powers” before it can, enter into a limited partnership, and that “a corporation is not a ‘person’ ” within the meaning of the Texas Uniform Limited Partnership Act. The corporation then applied to the Texas Supreme Court for a writ of mandamus to compel the secretary of state to file the certificate of limited partnership. Held, a writ of mandamus will be granted. A corporation qualified to act as a trustee is authorized to become a limited partner under the Texas Uniform Limited Partnership Act. Port Arthur Trust Co. v. A.M. Muldrow, (Texas 1956) 291 S.W. (2d) 312.