Untitled Texas Attorney General Opinion ( 1973 )

THE ATTORNEY GENERAL
OFTEXAS
Arrsnnr.T~~~~ 78711
November 12, 1973
The Honorable Joe Resweber. Opinion No. H- 146
County Attorney
Harris County Courthouse Re: Is the County Clerk
Houston, Texas 77002 required to record a
certified copy of a
Limited Partnership
Certificate recorded
in the office of the
Secretary of State of
Dear Mr. Resweber: Rhode Island?
Your opinion request advises that the County Clerk of Harris County
was requested to file a certificate of limited partnership executed and filed
in the State of Rhode Island under that state’s Uniform Limited Partnership
Act. The subject partnership expects to do business in Texas as a limited
partnership, but does not plan to qualify with the Texas Secretary of State
as a Texas Limited partnership. Article 6132a, Vernon’s Texas Civil Statutes,
The Uniform Limited Partnership Act.
The county clerk desires an opinion as to whether he is required to
record a certified copy of the certificate filed in Rhode Island.
Article 6591, V. T. C.S., provides as follows:
“County clerks shall be the recorders for their
respective counties; they shall provide and keep in
their offices well bound booka in which they shall record
all instruments of writing authorized or required to be
recorded in the county clerkls office in the mannerhere-
inafter provided. ”
The instruments subject to recording are listed in various statutes com-
piled in Chapter 3 of Title 115, Articlea 6624 through 6646, V. T. C.S. None of
p. 687
The Honorable Joe Resweber, page 2 (H-146)
these statutes authorizes or requires the county clerk to record limited
partnership agreements;
No cases are directly in point, but the holdings of related cases
militate against recording instruments not mentioned in these statutes. In
Pegram v. Owens, 64 Tex. 475 (1885), the Supreme Court construed an
informal partnership dissolution agreement wherein Pegram first gave to
Owens all claims belonging to the partnership. The Supreme Court allowed
the recording of the instrument because of its last provision, but expressed
doubt that the first provision alone would have been recordable.
In Farmers and Merchants’ State Bank of Ranger vi Tullos, 211 S.W.
847 (Tex. Civ. App., El Paso, 1919, no writ), the court stated that an assign-
ment of lease money rentals is “not a deed, conveyance, or instrument con-
cerning lands or tenements, wi thin the meaning of the registration statute. I’
Even if the County Clerk did file the agreement, we doubt that its
recording would constitute notice to the public of its contents or effect.
Accordingly, we believe that the clerk is not required to file the out-
of-state limited partnership agreemht.
SUMMARY
The County Clerk of Harris County is not required
to record a certified copy of a limited partnership agree-
ment recorded in the office of the Secretary of State of
another state.
/\Very truly yours,
u Attorney General of Texas
p. 688
The Honorable Joe Resweber, page 3 (H-146)
APPRO,VED:
I\
DAVID M. KENDALL, Chairman
Opinion Committee .,
p. 689
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