2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter D. General Partners › Section 153.155. Withdrawal of General Partner

Sec. 153.155.  WITHDRAWAL OF GENERAL PARTNER.  (a)  A person ceases to be a general partner of a limited partnership on the occurrence of one or more of the following events of withdrawal:
(1)  the general partner withdraws as a general partner from the limited partnership as provided by Subsection (b);
(2)  the general partner ceases to be a general partner of the limited partnership as provided by Section 153.252(b);
(3)  the general partner is removed as a general partner in accordance with the partnership agreement;
(4)  unless otherwise provided by a written partnership agreement, or with the written consent of all partners, the general partner:
(A)  makes a general assignment for the benefit of creditors;
(B)  files a voluntary bankruptcy petition;
(C)  becomes the subject of an order for relief or is declared insolvent in a federal or state bankruptcy or insolvency proceeding;
(D)  files a petition or answer seeking for the general partner a reorganization, arrangement, composition, readjustment, liquidation, winding up, termination, dissolution, or similar relief under law;
(E)  files a pleading admitting or failing to contest the material allegations of a petition filed against the general partner in a proceeding of the type described by Paragraphs (A)-(D); or
(F)  seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or a substantial part of the general partner's properties;
(5)  unless otherwise provided by a written partnership agreement or with the written consent of all partners, the expiration of:
(A)  120 days after the date of the commencement of a proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under law if the proceeding has not been previously dismissed;
(B)  90 days after the date of the appointment, without the general partner's consent, of a trustee, receiver, or liquidator of the general partner or of all or a substantial part of the general partner's properties if the appointment has not previously been vacated or stayed; or
(C)  90 days after the date of expiration of a stay, if the appointment has not previously been vacated;
(6)  the death of a general partner;
(7)  a court adjudicating a general partner who is an individual mentally incompetent to manage the general partner's person or property;
(8)  unless otherwise provided by a written partnership agreement or with the written consent of all partners, the commencement of winding up activities intended to conclude in the termination of a trust that is a general partner, but not merely the substitution of a new trustee;
(9)  unless otherwise provided by a written partnership agreement or with the written consent of all partners, the commencement of winding up activities of a separate partnership that is a general partner;
(10)  unless otherwise provided by a written partnership agreement or with the written consent of all partners, the:
(A)  filing of a certificate of termination or its equivalent for an entity, other than a nonfiling entity or a foreign nonfiling entity, that is a general partner; or
(B)  termination or revocation of the certificate of formation or its equivalent of an entity, other than a nonfiling entity or a foreign nonfiling entity, that is a general partner and the expiration of 90 days after the date of notice to the entity of termination or revocation without a reinstatement of its certificate of formation or its equivalent; or
(11)  the distribution by the fiduciary of an estate that is a general partner of the estate's entire interest in the limited partnership.
(b)  A general partner may withdraw at any time from a limited partnership and cease to be a general partner under Subsection (a) by giving written notice to the other partners.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 122, eff. September 1, 2007.