Legal Question in Business Law in Texas

Partnership Certificate - False Name / Alias - What Effect?

On a Certificate of Limited Partnership ostensibly executed by an ''Authorized Agent'' of a corporation that is the only general partner...

The ''Authorized Agent'' is a foreign immigrant with a painfully difficult to pronounce name and he typically goes by an 'Americanized' name (e.g., John Jones) that is not his legal name - and signed the Certificate using that name.

Is there a potential impact on the validity of the formation of a limited partnership, and in particular, the limited liability it affords the partners?

Restated: Can the use of a 'false' name on limited partnership formation papers result in a situation where limited partners involved in the day-to-day operation of the limited partnership could really just be considered partners in a general partnership (and thus have personal liability)?


Asked on 1/31/05, 3:55 pm

1 Answer from Attorneys
Peter Bradie Bradie, Bradie & Bradie

Re: Partnership Certificate - False Name / Alias - What Effect?

Limited partners do not get involved in the day to day activities of the limited partnership. All they do is put up money. If the general partner is a corporate entity, then the corporate name is the one that counts.

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Answered on 1/31/05, 4:47 pm


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