reglab/statecodes huggingface dataset:
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter M. Series Limited Liability Company › Section 101.618. Revocation of Voluntary Winding Up

Sec. 101.618.  REVOCATION OF VOLUNTARY WINDING UP.  Before the termination of the protected series or registered series takes effect, a voluntary decision to wind up the protected series or registered series under Section 101.616(2)(C) or (D) may be revoked by:
(1)  a majority vote of all of the members associated with the protected series or registered series approving the revocation or, if there is more than one class or group of members associated with the protected series or registered series, a majority vote of the members of each class or group of members associated with the protected series or registered series approving the revocation; or
(2)  if the protected series or registered series has no members, a majority vote of all the managers associated with the protected series or registered series approving the revocation or, if there is more than one class or group of managers associated with the protected series or registered series, a majority vote of the managers of each class or group of managers associated with the protected series or registered series approving the revocation.
Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Amended by:
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter M. Series Limited Liability Company › Section 101.619. Cancellation of Event Requiring Winding Up

Sec. 101.619.  CANCELLATION OF EVENT REQUIRING WINDING UP.  (a)  Unless the cancellation is prohibited by the company agreement, an event requiring winding up of the protected series or registered series under Section 101.616(2)(A) or (B) may be canceled by the consent of all of the members of the protected series or registered series before the termination of the protected series or registered series takes effect.
(b)  In connection with the cancellation, the members must amend the company agreement to:
(1)  eliminate or extend the time specified for the protected series or registered series if the event requiring winding up of the protected series or registered series occurred under Section 101.616(2)(A); or
(2)  eliminate or revise the event specified with respect to the protected series or registered series if the event requiring winding up of the protected series or registered series occurred under Section 101.616(2)(B).
Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Amended by:
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter M. Series Limited Liability Company › Section 101.620. Continuation of Business

Sec. 101.620.  CONTINUATION OF BUSINESS.  The protected series or registered series may continue its business following the revocation under Section 101.618 or the cancellation under Section 101.619.
Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Amended by:
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter M. Series Limited Liability Company › Section 101.621. Winding Up by Court Order

Sec. 101.621.  WINDING UP BY COURT ORDER.  A district court in the county in which the registered office or principal place of business in this state of a domestic limited liability company is located, on application by or for a member associated with a protected series or registered series of the company, has jurisdiction to order the winding up and termination of the protected series or registered series if the court determines that:
(1)  it is not reasonably practicable to carry on the business of the protected series or registered series in conformity with the company agreement;
(2)  the economic purpose of the protected series or registered series is likely to be unreasonably frustrated; or
(3)  another member associated with the protected series or registered series has engaged in conduct relating to the protected series' or registered series' business that makes it not reasonably practicable to carry on the business with that member.
Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Amended by:
Acts 2019, 86th Leg., R.S., Ch. 658 (S.B. 1859), Sec. 11, eff. September 1, 2019.
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter M. Series Limited Liability Company › Section 101.622. Protected Series or Registered Series Not a Separate Domestic Entity or Organization

Sec. 101.622.  PROTECTED SERIES OR REGISTERED SERIES NOT A SEPARATE DOMESTIC ENTITY OR ORGANIZATION.  For purposes of this chapter and Title 1, a protected series or registered series has the rights, powers, and duties provided by this subchapter to the protected series or registered series but is not a separate domestic entity or organization.
Added by Acts 2013, 83rd Leg., R.S., Ch. 9 (S.B. 847), Sec. 9, eff. September 1, 2013.
Amended by:
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter M. Series Limited Liability Company › Section 101.625. Certificate of Termination for Registered Series

Sec. 101.625.  CERTIFICATE OF TERMINATION FOR REGISTERED SERIES.  (a)  On completion of the winding up of a registered series, a certificate of termination shall be filed in accordance with this section.
(b)  The certificate of termination must contain:
(1)  the name of the limited liability company;
(2)  the name of the registered series;
(3)  the registered series' filing number assigned by the secretary of state;
(4)  the nature of the event requiring winding up of the registered series;
(5)  a statement that the registered series has complied with the provisions of this code governing the series' winding up; and
(6)  any other information the person filing the certificate of termination determines.
(c)  The certificate of termination must be executed by the registered series in accordance with Section 101.0515 and shall be filed with the secretary of state in accordance with and take effect as a filing instrument as specified by Chapter 4.
(d)  The secretary of state may not issue a certificate of fact confirming the existence of a registered series if the limited liability company has ceased to be in existence.
Added by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
Amended by:
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 45, eff. September 1, 2023.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter M. Series Limited Liability Company › Section 101.626. Name of Registered Series

Sec. 101.626.  NAME OF REGISTERED SERIES.  The name of each registered series included in a series' certificate of registered series must:
(1)  comply with the requirements of Chapter 5; and
(2)  contain the name of the limited liability company and the phrase or abbreviation required by Section 5.0561.
Added by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter M. Series Limited Liability Company › Section 101.627. Conversion of a Registered Series to a Protected Series

Sec. 101.627.  CONVERSION OF A REGISTERED SERIES TO A PROTECTED SERIES.  (a)  Upon compliance with Section 101.628, a registered series of a domestic limited liability company may convert to a protected series of the domestic limited liability company by filing a certificate of conversion that complies with Section 101.631 with the secretary of state in accordance with and taking effect as a filing instrument as specified by Chapter 4.
(b)  Upon compliance with Section 101.628, a protected series of a domestic limited liability company may convert to a registered series of the domestic limited liability company by filing simultaneously with the secretary of state in accordance with, and taking effect as a filing instrument as specified by, Chapter 4:
(1)  a certificate of conversion that complies with Section 101.631; and
(2)  a certificate of registered series as provided by Section 101.623.
(c)  An existing registered series may not become a protected series except as provided by Subsection (a) and Sections 101.628 through 101.632.
(d)  For purposes of this section and Sections 101.628 through 101.632:
(1)  "Conversion" means the continuation of:
(A)  a registered series as a protected series; or
(B)  a protected series as a registered series.
(2)  "Converted series" means a registered series or protected series resulting from a conversion of, respectively, a protected series or registered series, of a domestic limited liability company.
(3)  "Converting series" means a registered series or protected series before a conversion of that series.
(4)  "Plan of conversion" means a document that conforms with the requirements of Section 101.628.
Added by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
Amended by:
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 46, eff. September 1, 2023.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter M. Series Limited Liability Company › Section 101.629. Conversion Not Winding Up Event

Sec. 101.629.  CONVERSION NOT WINDING UP EVENT.  Unless otherwise agreed, the conversion of a converting series under Sections 101.627 through 101.631 does not:
(1)  require the limited liability company or the converting series to wind up the series' affairs under Section 11.051, 11.056, 101.552 or 101.616 or to pay the series' liabilities and distribute its assets under Sections 11.053 and 101.617; or
(2)  constitute an event requiring winding up of the company or the converting series.
Added by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter M. Series Limited Liability Company › Section 101.630. Effect of Conversion

Sec. 101.630.  EFFECT OF CONVERSION.  When a conversion takes effect:
(1)  the converting series continues to exist without interruption in the form of the converted series rather than in the form of the converting series;
(2)  all rights, title, and interests to all property owned by the converting series continues to be owned, subject to any existing liens or other encumbrances on the property, by the converted series in the new form without:
(A)  reversion or impairment;
(B)  further act or deed;  or
(C)  any transfer or assignment having occurred;
(3)  all liabilities and obligations of the converting series continue to be liabilities and obligations of the converted series in the new form without impairment or diminution because of the conversion;
(4)  the rights of creditors or other parties with respect to or against the previous members associated with the converting series in their capacities as members in existence when the conversion takes effect continue to exist as to those liabilities and obligations and may be enforced by the creditors and obligees as if a conversion had not occurred;
(5)  a proceeding pending by or against the converting series or by or against any of the converting series' members in their capacities as members may be continued by or against the converted series in the new form and by or against the previous members without a need for substituting a party;
(6)  the membership interests of the converting series that are to be converted into membership interests of the converted series as provided by the plan of conversion are converted as provided by the plan, and the former members of the converting series are entitled only to the rights provided by the plan of conversion;
(7)  the amendment to the company agreement under the plan of conversion becomes effective; and
(8)  if, after the conversion takes effect, a member of the converted series as a member is liable for the liabilities or obligations of the converted series, the member is liable for the liabilities and obligations of the converting series that existed before the conversion took effect only to the extent that the member:
(A)  agrees in writing to be liable for the liabilities or obligations;
(B)  was liable, before the conversion took effect, for the liabilities or obligations; or
(C)  by becoming a member of the converted series, becomes liable under other applicable law for the existing liabilities and obligations of the converted series.
Added by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter M. Series Limited Liability Company › Section 101.631. Filing of Certificate of Conversion

Sec. 101.631.  FILING OF CERTIFICATE OF CONVERSION.  (a)  A certificate of conversion must be signed by the converting series and must include a statement certifying the following:
(1)  the name of the limited liability company and, if it has been changed, the name under which the company's certificate of formation was originally filed;
(2)  the filing number of the limited liability company assigned by the secretary of state;
(3)  the name of the converting series and, if it is a registered series and its name has been changed, the name under which its certificate of registered series was originally filed;
(4)  if the converting series is a registered series, the filing number of the registered series assigned by the secretary of state;
(5)  that a plan of conversion is on file at the principal place of business of the converting series, and the address of the principal place of business;
(6)  that a plan of conversion will be on file after the conversion at the principal place of business of the converted series, and the address of the principal place of business;
(7)  that a copy of the plan of conversion will be on written request furnished without cost by the converting series before the conversion or by the converted series after the conversion to any owner or member of the converting series or the converted series; and
(8)  that the plan of conversion has been adopted as required by the company agreement of the limited liability company and Section 101.628.
(b)  The certificate of conversion must be filed with the secretary of state in accordance with Section 101.627.
Added by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
Amended by:
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 48, eff. September 1, 2023.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter M. Series Limited Liability Company › Section 101.632. Prohibition on Conversion Permitted

Sec. 101.632.  PROHIBITION ON CONVERSION PERMITTED.  A company agreement may prohibit the conversion of a registered series or protected series of the company under Sections 101.627 through 101.631.
Added by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter M. Series Limited Liability Company › Section 101.636. Prohibition on Merger Permitted

Sec. 101.636.  PROHIBITION ON MERGER PERMITTED.  A company agreement may provide that a protected series or registered series does not have the power to merge under Section 101.633.
Added by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
Amended by:
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 52, eff. September 1, 2023.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 151 - General Provisions › Section 151.001. Definitions

Sec. 151.001.  DEFINITIONS.  In this title:
(1)  "Capital account" means the amount computed by:
(A)  adding the amount of a partner's original and additional contributions of cash to a partnership, the agreed value of any other property that that partner originally or additionally contributed to the partnership, and allocations of partnership profits to that partner; and
(B)  subtracting the amount of distributions to that partner and allocations of partnership losses to that partner.
(2)  "Distribution" means a transfer of property, including cash, from a partnership to  a partner in the partner's capacity as a partner or the partner's transferee.
(3)  "Foreign limited partnership" means a partnership formed under the laws of another state that has one or more general partners and  one or more limited partners.
(4)  "Majority-in-interest," with respect to all or a specified group of partners, means partners who own more than 50 percent of the current percentage or other interest in the profits of the partnership that is owned by all of the partners or by the partners in the specified group, as appropriate.
(5)  "Partnership agreement" means any agreement, written, implied, or oral, of the partners concerning a partnership and the partnership's affairs or business, and includes amendments to the partnership agreement.  A partnership is not required to sign its partnership agreement.  A partnership is bound by its partnership agreement whether or not the partnership signs the partnership agreement.  A partnership agreement may provide rights to any person, including a person who is not a party to the partnership agreement, to the extent contained in the partnership agreement.  A partner of a partnership or a transferee or assignee of a partnership interest is bound by the partnership agreement whether or not the partner, transferee, or assignee signs the partnership agreement.  A written partnership agreement may consist of one or more agreements, instruments, or other writings and may include or incorporate one or more schedules, supplements, or other writings providing for the conduct of the business and affairs of the partnership.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 76, eff. January 1, 2006.
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 103, eff. September 1, 2007.
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 53, eff. September 1, 2023.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 151 - General Provisions › Section 151.002. Knowledge of Fact

Sec. 151.002.  KNOWLEDGE OF FACT.  For purposes of this title, a person has knowledge of a fact only if the person has actual knowledge of the fact.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 151 - General Provisions › Section 151.003. Notice of Fact

Sec. 151.003.  NOTICE OF FACT.  (a)  For purposes of this title, a person has notice of a fact if the person:
(1)  has knowledge of the fact;
(2)  has received a communication of the fact as provided by Subsection (c);  or
(3)  reasonably should have concluded, from all facts then known to that person, that the fact exists.
(b)  A person notifies or gives notice to another person of a fact by taking actions reasonably required to inform the other person of the fact in the ordinary course of business, regardless of whether the other person actually has knowledge of the fact.
(c)  A person is notified or receives notice of a fact when the fact is communicated to:
(1)  the person;
(2)  the person's place of business;  or
(3)  another place held out by the person as the place for receipt of communications.
(d)  Receipt of notice by a general partner of a fact relating to the partnership is effective immediately as notice to the partnership unless fraud against the partnership is committed by or with the consent of the partner receiving the notice.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 41, eff. September 1, 2011.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 151 - General Provisions › Section 151.004. Officers

Sec. 151.004.  OFFICERS.  A partnership may have elected or appointed officers in accordance with Section 3.103.
Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 46, eff. September 1, 2009.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter A. General Provisions › Section 152.001. Definitions

Sec. 152.001.  DEFINITIONS.  In this chapter:
(1)  "Event of withdrawal" or "withdrawal" means an event specified by Section 152.501(b).
(2)  "Event requiring a winding up" means an event specified by Section 11.051 or 11.057.
(3)  "Foreign limited liability partnership" means a partnership that:
(A)  is foreign;  and
(B)  has the status of a limited liability partnership pursuant to the laws of the jurisdiction of formation.
(4)  "Other partnership provisions" means the provisions of Chapters 151 and 154 and Title 1 to the extent applicable to partnerships.
(5)  "Transfer" includes:
(A)  an assignment;
(B)  a conveyance;
(C)  a lease;
(D)  a mortgage;
(E)  a deed;
(F)  an encumbrance;  and
(G)  the creation of a security interest.
(6)  "Withdrawn partner" means a partner with respect to whom an event of withdrawal has occurred.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter A. General Provisions › Section 152.003. Supplemental Principles of Law

Sec. 152.003.  SUPPLEMENTAL PRINCIPLES OF LAW.  The principles of law and equity and the other partnership provisions supplement this chapter unless otherwise provided by this chapter or the other partnership provisions.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter A. General Provisions › Section 152.004. Rule of Statutory Construction Not Applicable

Sec. 152.004.  RULE OF STATUTORY CONSTRUCTION NOT APPLICABLE.  The rule that a statute in derogation of the common law is to be strictly construed does not apply to this chapter or the other partnership provisions.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter A. General Provisions › Section 152.005. Applicable Interest Rate

Sec. 152.005.  APPLICABLE INTEREST RATE.  If an obligation to pay interest arises under this chapter and the rate is not specified, the interest rate is the rate specified by Section 302.002, Finance Code.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter B. Nature and Creation of Partnership › Section 152.051. Partnership Defined

Sec. 152.051.  PARTNERSHIP DEFINED.  (a)  In this section, "association" does not have the meaning of the term "association" under Section 1.002.
(b)  Except as provided by Subsection (c) and Section 152.053(a), an association of two or more persons to carry on a business for profit as owners creates a partnership, regardless of whether:
(1)  the persons intend to create a partnership;  or
(2)  the association is called a "partnership," "joint venture," or other name.
(c)  An association or organization is not a partnership if it was created under a statute other than:
(1)  this title and the provisions of Title 1 applicable to partnerships and limited partnerships;
(2)  a predecessor to a statute referred to in Subdivision (1);  or
(3)  a comparable statute of another jurisdiction.
(d)  The provisions of this chapter govern limited partnerships only to the extent provided by Sections 153.003 and 153.152 and Subchapter H, Chapter 153.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter B. Nature and Creation of Partnership › Section 152.052. Rules for Determining if Partnership Is Created

Sec. 152.052.  RULES FOR DETERMINING IF PARTNERSHIP IS CREATED.  (a)  Factors indicating that persons have created a partnership include the persons':
(1)  receipt or right to receive a share of profits of the business;
(2)  expression of an intent to be partners in the business;
(3)  participation or right to participate in control of the business;
(4)  agreement to share or sharing:
(A)  losses of the business;  or
(B)  liability for claims by third parties against the business;  and
(5)  agreement to contribute or contributing money or property to the business.
(b)  One of the following circumstances, by itself, does not indicate that a person is a partner in the business:
(1)  the receipt or right to receive a share of profits as payment:
(A)  of a debt, including repayment by installments;
(B)  of wages or other compensation to an employee or independent contractor;
(C)  of rent;
(D)  to a former partner, surviving spouse or representative of a deceased or disabled partner, or transferee of a partnership interest;
(E)  of interest or other charge on a loan, regardless of whether the amount varies with the profits of the business, including a direct or indirect present or future ownership interest in collateral or rights to income, proceeds, or increase in value derived from collateral;  or
(F)  of consideration for the sale of a business or other property, including payment by installments;
(2)  co-ownership of property, regardless of whether the co-ownership:
(A)  is a joint tenancy, tenancy in common, tenancy by the entirety, joint property, community property, or part ownership;  or
(B)  is combined with sharing of profits from the property;
(3)  the right to share or sharing gross returns or revenues, regardless of whether the persons sharing the gross returns or revenues have a common or joint interest in the property from which the returns or revenues are derived;  or
(4)  ownership of mineral property under a joint operating agreement.
(c)  An agreement by the owners of a business to share losses is not necessary to create a partnership.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter B. Nature and Creation of Partnership › Section 152.053. Qualifications to Be Partner; Nonpartner's Liability to Third Person

Sec. 152.053.  QUALIFICATIONS TO BE PARTNER;  NONPARTNER'S LIABILITY TO THIRD PERSON.  (a)  A person may be a partner unless the person lacks capacity apart from this chapter.
(b)  Except as provided by Section 152.307, a person who is not a partner in a partnership under Section 152.051 is not a partner as to a third person and is not liable to a third person under this chapter.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter B. Nature and Creation of Partnership › Section 152.054. False Representation of Partnership or Partner

Sec. 152.054.  FALSE REPRESENTATION OF PARTNERSHIP OR PARTNER.  (a)  A false representation or other conduct falsely indicating that a person is a partner with another person does not of itself create a partnership.
(b)  A representation or other conduct indicating that a person is a partner in an existing partnership, if that is not the case, does not of itself make that person a partner in the partnership.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter B. Nature and Creation of Partnership › Section 152.055. Authority of Certain Professionals to Create Partnership

Sec. 152.055.  AUTHORITY OF CERTAIN PROFESSIONALS TO CREATE PARTNERSHIP.  (a)  Persons licensed as doctors of medicine and persons licensed as doctors of osteopathy by the Texas Medical Board, persons licensed as podiatrists by the Texas Department of Licensing and Regulation, and persons licensed as chiropractors by the Texas Board of Chiropractic Examiners may create a partnership that is jointly owned by those practitioners to perform a professional service that falls within the scope of practice of those practitioners.
(b)  When doctors of medicine, osteopathy, podiatry, and chiropractic create a partnership that is jointly owned by those practitioners, the authority of each of the practitioners is limited by the scope of practice of the respective practitioners and none can exercise control over the other's clinical authority granted by their respective licenses, either through agreements, bylaws, directives, financial incentives, or other arrangements that would assert control over treatment decisions made by the practitioner.
(c)  The Texas Medical Board, the Texas Department of Licensing and Regulation, and the Texas Board of Chiropractic Examiners continue to exercise regulatory authority over their respective licenses.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2017, 85th Leg., R.S., Ch. 388 (S.B. 679), Sec. 2, eff. June 1, 2017.
Acts 2019, 86th Leg., R.S., Ch. 467 (H.B. 4170), Sec. 19.002, eff. September 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter B. Nature and Creation of Partnership › Section 152.0551. Partnerships Formed by Physicians and Physician Assistants

Sec. 152.0551.  PARTNERSHIPS FORMED BY PHYSICIANS AND PHYSICIAN ASSISTANTS.  (a)  Physicians licensed under Subtitle B, Title 3, Occupations Code, and physician assistants licensed under Chapter 204, Occupations Code, may create a partnership to perform a professional service that falls within the scope of practice of those practitioners.
(b)  A physician assistant may not be a general partner or participate in the management of the partnership.
(c)  A physician assistant may not contract with or employ a physician to be a supervising physician of the physician assistant or of any physician in the partnership.
(d)  The authority of each practitioner is limited by the scope of practice of the respective practitioner.  An organizer of the entity must be a physician and ensure that a physician or physicians control and manage the entity.
(e)  Nothing in this section may be construed to allow the practice of medicine by someone not licensed as a physician under Subtitle B, Title 3, Occupations Code, or to allow a person not licensed as a physician to direct the activities of a physician in the practice of medicine.
(f)  A physician assistant or combination of physician assistants may have only a minority ownership interest in an entity created under this section. The ownership interest of an individual physician assistant may not equal or exceed the ownership interest of any individual physician owner. A physician assistant or combination of physician assistants may not interfere with the practice of medicine by a physician owner or the supervision of physician assistants by a physician owner.
(g)  The Texas Medical Board and the Texas Physician Assistant Board continue to exercise regulatory authority over their respective license holders according to applicable law. To the extent of a conflict between Subtitle B, Title 3, Occupations Code, and Chapter 204, Occupations Code, or any rules adopted under those statutes, Subtitle B, Title 3, or a rule adopted under that subtitle controls.
Added by Acts 2011, 82nd Leg., R.S., Ch. 782 (H.B. 2098), Sec. 2, eff. June 17, 2011.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter B. Nature and Creation of Partnership › Section 152.056. Partnership as Entity

Sec. 152.056.  PARTNERSHIP AS ENTITY.  A partnership is an entity distinct from its partners.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter C. Partnership Property › Section 152.101. Nature of Partnership Property

Sec. 152.101.  NATURE OF PARTNERSHIP PROPERTY.  Partnership property is not property of the partners.  A partner or a partner's spouse does not have an interest in partnership property.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter C. Partnership Property › Section 152.102. Classification as Partnership Property

Sec. 152.102.  CLASSIFICATION AS PARTNERSHIP PROPERTY.  (a)  Property is partnership property if acquired in the name of:
(1)  the partnership;  or
(2)  one or more partners, regardless of whether the name of the partnership is indicated, if the instrument transferring title to the property indicates:
(A)  the person's capacity as a partner;  or
(B)  the existence of a partnership.
(b)  Property is presumed to be partnership property if acquired with partnership property, regardless of whether the property is acquired as provided by Subsection (a).
(c)  Property acquired in the name of one or more partners is presumed to be the partner's property, regardless of whether the property is used for partnership purposes, if the instrument transferring title to the property does not indicate the person's capacity as a partner or the existence of a partnership, and if the property is not acquired with partnership property.
(d)  For purposes of this section, property is acquired in the name of the partnership by a transfer to:
(1)  the partnership in its name;  or
(2)  one or more partners in the partners' capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter D. Relationship Between Partners and Between Partners and Partnerships › Section 152.201. Admission as Partner

Sec. 152.201.  ADMISSION AS PARTNER.  A person may become a partner only with the consent of all partners.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter D. Relationship Between Partners and Between Partners and Partnerships › Section 152.202. Credits of and Charges to Partner

Sec. 152.202.  CREDITS OF AND CHARGES TO PARTNER.  (a)  Each partner is credited with an amount equal to:
(1)  the cash and the value of property the partner contributes to a partnership;  and
(2)  the partner's share of the partnership's profits.
(b)  Each partner is charged with an amount equal to:
(1)  the cash and the value of other property distributed by the partnership to the partner;  and
(2)  the partner's share of the partnership's losses.
(c)  Each partner is entitled to be credited with an equal share of the partnership's profits and is chargeable with a share of the partnership's capital or operating losses in proportion to the partner's share of the profits.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter D. Relationship Between Partners and Between Partners and Partnerships › Section 152.203. Rights and Duties of Partner

Sec. 152.203.  RIGHTS AND DUTIES OF PARTNER.  (a)  Each partner has equal rights in the management and conduct of the business of a partnership.  A partner's right to participate in the management and conduct of the business is not community property.
(b)  A partner may use or possess partnership property only on behalf of the partnership.
(c)  A partner is not entitled to receive compensation for services performed for a partnership other than reasonable compensation for services rendered in winding up the business of the partnership.
(d)  A partner who, in the proper conduct of the business of the partnership or for the preservation of its business or property, reasonably makes a payment or advance beyond the amount the partner agreed to contribute, or who reasonably incurs a liability, is entitled to be repaid and to receive interest from the date of the:
(1)  payment or advance;  or
(2)  incurrence of the liability.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter D. Relationship Between Partners and Between Partners and Partnerships › Section 152.204. General Standards of Partner's Conduct

Sec. 152.204.  GENERAL STANDARDS OF PARTNER'S CONDUCT.  (a)  A partner owes to the partnership, the other partners, and a transferee of a deceased partner's partnership interest as designated in Section 152.406(a)(2):
(1)  a duty of loyalty; and
(2)  a duty of care.
(b)  A partner shall discharge the partner's duties to the partnership and the other partners under this code or under the partnership agreement and exercise any rights and powers in the conduct or winding up of the partnership business:
(1)  in good faith;  and
(2)  in a manner the partner reasonably believes to be in the best interest of the partnership.
(c)  A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.
(d)  A partner, in the partner's capacity as partner, is not a trustee and is not held to the standards of a trustee.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 77, eff. January 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter D. Relationship Between Partners and Between Partners and Partnerships › Section 152.205. Partner's Duty of Loyalty

Sec. 152.205.  PARTNER'S DUTY OF LOYALTY.  A partner's duty of loyalty includes:
(1)  accounting to and holding for the partnership property, profit, or benefit derived by the partner:
(A)  in the conduct and winding up of the partnership business;  or
(B)  from use by the partner of partnership property;
(2)  refraining from dealing with the partnership on behalf of a person who has an interest adverse to the partnership;  and
(3)  refraining from competing or dealing with the partnership in a manner adverse to the partnership.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter D. Relationship Between Partners and Between Partners and Partnerships › Section 152.206. Partner's Duty of Care

Sec. 152.206.  PARTNER'S DUTY OF CARE.  (a)  A partner's duty of care to the partnership and the other partners is to act in the conduct and winding up of the partnership business with the care an ordinarily prudent person would exercise in similar circumstances.
(b)  An error in judgment does not by itself constitute a breach of the duty of care.
(c)  A partner is presumed to satisfy the duty of care if the partner acts on an informed basis and in compliance with Section 152.204(b).
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter D. Relationship Between Partners and Between Partners and Partnerships › Section 152.207. Standards of Conduct Applicable to Person Winding Up Partnership Business

Sec. 152.207.  STANDARDS OF CONDUCT APPLICABLE TO PERSON WINDING UP PARTNERSHIP BUSINESS.  Sections 152.204-152.206 apply to a person winding up the partnership business as the personal or legal representative of the last surviving partner to the same extent that those sections apply to a partner.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Sec. 152.208.  AMENDMENT TO PARTNERSHIP AGREEMENT.  A partnership agreement may be amended only with the consent of all partners.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter D. Relationship Between Partners and Between Partners and Partnerships › Section 152.209. Decision-Making Requirement

Sec. 152.209.  DECISION-MAKING REQUIREMENT.  (a)  A difference arising in a matter in the ordinary course of the partnership business may be decided by a majority-in-interest of the partners.
(b)  An act outside the ordinary course of business of a partnership may be undertaken only with the consent of all partners.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter D. Relationship Between Partners and Between Partners and Partnerships › Section 152.210. Partner's Liability to Partnership and Other Partners

Sec. 152.210.  PARTNER'S LIABILITY TO PARTNERSHIP AND OTHER PARTNERS.  A partner is liable to a partnership and the other partners for:
(1)  a breach of the partnership agreement;  or
(2)  a violation of a duty to the partnership or other partners under this chapter that causes harm to the partnership or the other partners.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter D. Relationship Between Partners and Between Partners and Partnerships › Section 152.211. Remedies of Partnership and Partners

Sec. 152.211.  REMEDIES OF PARTNERSHIP AND PARTNERS.  (a)  A partnership may maintain an action against a partner for a breach of the partnership agreement or for the violation of a duty to the partnership causing harm to the partnership.
(b)  A partner may maintain an action against the partnership or another partner for legal or equitable relief, including an accounting of partnership business, to:
(1)  enforce a right under the partnership agreement;
(2)  enforce a right under this chapter, including:
(A)  the partner's rights under Sections 152.201-152.209, 152.212, and 152.213;
(B)  the partner's right on withdrawal to have the partner's interest in the partnership redeemed under Subchapter H or to enforce any other right under Subchapters G and H;  and
(C)  the partner's rights under Subchapter I;
(3)  enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship;  or
(4)  enforce a right under Chapter 11.
(c)  The accrual of and a time limitation on a right of action for a remedy under this section is governed by other applicable law.
(d)  A right to an accounting does not revive a claim barred by law.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter D. Relationship Between Partners and Between Partners and Partnerships › Section 152.212. Books and Records of Partnership

Sec. 152.212.  BOOKS AND RECORDS OF PARTNERSHIP.  (a)  In this section, "access" includes the opportunity to inspect and copy books and records during ordinary business hours.
(b)  A partnership shall keep or make available its books and records, if any, at its chief executive office.
(c)  A partnership shall make available or provide access to its books and records to a partner or an agent or attorney of a partner.
(d)  The partnership shall provide a former partner or an agent or attorney of a former partner access to books and records pertaining to the period during which the former partner was a partner or for any other proper purpose with respect to another period.
(e)  A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished under this section.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 14, eff. September 1, 2017.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter D. Relationship Between Partners and Between Partners and Partnerships › Section 152.213. Information Regarding Partnership

Sec. 152.213.  INFORMATION REGARDING PARTNERSHIP.  (a)  On request and to the extent just and reasonable, each partner and the partnership shall furnish complete and accurate information concerning the partnership to:
(1)  a partner;
(2)  the legal representative of a deceased partner or a partner who has a legal disability;  or
(3)  an assignee.
(b)  A legal representative of a deceased partner or a partner who has a legal disability and an assignee are subject to the duties of a partner with respect to information made available.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter D. Relationship Between Partners and Between Partners and Partnerships › Section 152.214. Certain Third-Party Obligations Not Affected

Sec. 152.214.  CERTAIN THIRD-PARTY OBLIGATIONS NOT AFFECTED.  Sections 152. 203, 152.208, and 152.209 do not limit a partnership's obligations to another person under Sections 152.301 and 152.302.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter E. Relationship Between Partners and Other Persons › Section 152.301. Partner as Agent

Sec. 152.301.  PARTNER AS AGENT.  Each partner is an agent of the partnership for the purpose of its business.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter E. Relationship Between Partners and Other Persons › Section 152.302. Binding Effect of Partner's Action

Sec. 152.302.  BINDING EFFECT OF PARTNER'S ACTION.  (a)  Unless a partner does not have authority to act for the partnership in a particular matter and the person with whom the partner is dealing knows that the partner lacks authority, an act of a partner, including the execution of an instrument in the partnership name, binds the partnership if the act is apparently for carrying on in the ordinary course:
(1)  the partnership business;  or
(2)  business of the kind carried on by the partnership.
(b)  An act of a partner that is not apparently for carrying on in the ordinary course a business described by Subsection (a) binds the partnership only if authorized by the other partners.
(c)  A conveyance of real property by a partner on behalf of the partnership not otherwise binding on the partnership binds the partnership if the property has been conveyed by the grantee or a person claiming through the grantee to a holder for value without knowledge that the partner exceeded that partner's authority in making the conveyance.
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. 105, eff. September 1, 2007.