reglab/statecodes huggingface dataset:
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter E. Relationship Between Partners and Other Persons › Section 152.303. Liability of Partnership for Conduct of Partner

Sec. 152.303.  LIABILITY OF PARTNERSHIP FOR CONDUCT OF PARTNER.  (a)  A partnership is liable for loss or injury to a person, including a partner, or for a penalty caused by or incurred as a result of a wrongful act or omission or other actionable conduct of a partner acting:
(1)  in the ordinary course of business of the partnership;  or
(2)  with the authority of the partnership.
(b)  A partnership is liable for the loss of money or property of a person who is not a partner that is:
(1)  received in the course of the partnership's business;  and
(2)  misapplied by a partner while in the custody of 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 E. Relationship Between Partners and Other Persons › Section 152.304. Nature of Partner's Liability

Sec. 152.304.  NATURE OF PARTNER'S LIABILITY.  (a)  Except as provided by Subsection (b) or Section 152.801(a), all partners are jointly and severally liable for all obligations of the partnership unless otherwise:
(1)  agreed by the claimant; or
(2)  provided by law.
(b)  A person who is admitted as a partner into an existing partnership does not have personal liability under Subsection (a) for an obligation of the partnership that:
(1)  arises before the partner's admission to the partnership;
(2)  relates to an action taken or omission occurring before the partner's admission to the partnership;  or
(3)  arises before or after the partner's admission to the partnership under a contract or commitment entered into before the partner's admission.
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. 106, eff. September 1, 2007.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 42, eff. September 1, 2011.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter E. Relationship Between Partners and Other Persons › Section 152.305. Remedy

Sec. 152.305.  REMEDY.  An action may be brought against a partnership and any or all of the partners in the same action or in separate actions.
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 152.306. Enforcement of Remedy

Sec. 152.306.  ENFORCEMENT OF REMEDY.  (a)  A judgment against a partnership is not by itself a judgment against a partner.  A judgment may be entered against a partner who has been served with process in a suit against the partnership.
(b)  Except as provided by Subsection (c), a creditor may proceed against the property of one or more partners to satisfy a judgment based on a claim against the partnership only if a judgment:
(1)  is obtained against the partner; and
(2)  based on the same claim:
(A)  is obtained against the partnership;
(B)  has not been reversed or vacated; and
(C)  remains unsatisfied for 90 days after:
(i)  the date on which the judgment is entered; or
(ii)  the date on which the stay expires, if the judgment is contested by appropriate proceedings and execution on the judgment is stayed.
(c)  Subsection (b)(2) does not prohibit a creditor from proceeding directly against the property of one or more partners if:
(1)  the partnership is a debtor in bankruptcy;
(2)  the creditor and the partner or partners whose property is the subject of the proceeding brought by the creditor agreed that the creditor is not required to comply with Subsection (b)(2);
(3)  a court orders otherwise, based on a finding that partnership property subject to execution in the state is clearly insufficient to satisfy the judgment or that compliance with Subsection (b)(2) is excessively burdensome; or
(4)  liability is imposed on the partner by law or contract independently of the person's status as a partner.
(d)  This section does not limit the effect of Section 152.801 with respect to a limited liability partnership.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2019, 86th Leg., R.S., Ch. 658 (S.B. 1859), Sec. 12, eff. September 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter E. Relationship Between Partners and Other Persons › Section 152.307. Extension of Credit in Reliance on False Representation

Sec. 152.307.  EXTENSION OF CREDIT IN RELIANCE ON FALSE REPRESENTATION.  (a)  The rights of a person extending credit in reliance on a representation described by Section 152.054 are determined by applicable law other than this chapter and the other partnership provisions, including the law of estoppel, agency, negligence, fraud, and unjust enrichment.
(b)  The rights and duties of a person held liable under Subsection (a) are also determined by law other than the law described by Subsection (a).
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 152.308. Partner's Partnership Interest Subject to Charging Order

Sec. 152.308.  PARTNER'S PARTNERSHIP INTEREST SUBJECT TO CHARGING ORDER.  (a)  On application by a judgment creditor of a partner or of any other owner of a partnership interest, a court having jurisdiction may charge the partnership interest of the judgment debtor to satisfy the judgment.
(b)  To the extent that the partnership interest is charged in the manner provided by Subsection (a), the judgment creditor has only the right to receive any distribution to which the judgment debtor would otherwise be entitled in respect of the partnership interest.
(c)  A charging order constitutes a lien on the judgment debtor's partnership interest.  The charging order lien may not be foreclosed on under this code or any other law.
(d)  The entry of a charging order is the exclusive remedy by which a judgment creditor of a partner or of any other owner of a partnership interest may satisfy a judgment out of the judgment debtor's partnership interest.
(e)  This section does not deprive a partner or other owner of a partnership interest of a right under exemption laws with respect to the judgment debtor's partnership interest.
(f)  A creditor of a partner or of any other owner of a partnership interest does not have the right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the partnership.
Added by Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 43, eff. September 1, 2011.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter F. Transfer of Partnership Interests › Section 152.401. Transfer of Partnership Interest

Sec. 152.401.  TRANSFER OF PARTNERSHIP INTEREST.  A partner may transfer all or part of the partner's partnership interest.
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 F. Transfer of Partnership Interests › Section 152.402. General Effect of Transfer

Sec. 152.402.  GENERAL EFFECT OF TRANSFER.  A transfer of all or part of a partner's partnership interest:
(1)  is not an event of withdrawal;
(2)  does not by itself cause a winding up of the partnership business;  and
(3)  against the other partners or the partnership, does not entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership 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 F. Transfer of Partnership Interests › Section 152.403. Effect of Transfer on Transferor

Sec. 152.403.  EFFECT OF TRANSFER ON TRANSFEROR.  After transfer, the transferor continues to have the rights and duties of a partner other than the interest transferred.
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 F. Transfer of Partnership Interests › Section 152.404. Rights and Duties of Transferee

Sec. 152.404.  RIGHTS AND DUTIES OF TRANSFEREE.  (a)  A transferee of a partner's partnership interest is entitled to receive, to the extent transferred, distributions to which the transferor otherwise would be entitled.
(b)  If an event requires a winding up of partnership business under Subchapter I, a transferee is entitled to receive, to the extent transferred, the net amount otherwise distributable to the transferor.
(c)  Until a transferee becomes a partner, the transferee does not have liability as a partner solely as a result of the transfer.
(d)  For a proper purpose the transferee may require reasonable information or an account of a partnership transaction and make reasonable inspection of the partnership books.  In a winding up of partnership business, a transferee may require an accounting only from the date of the latest account agreed to by all of the partners.
(e)  Until receipt of notice of a transfer, a partnership is not required to give effect to a transferee's rights under this section and Sections 152.401-152.403.
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 F. Transfer of Partnership Interests › Section 152.405. Power to Effect Transfer or Grant of Security Interest

Sec. 152.405.  POWER TO EFFECT TRANSFER OR GRANT OF SECURITY INTEREST.  A partnership is not required to give effect to a transfer prohibited by a partnership agreement.
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 F. Transfer of Partnership Interests › Section 152.406. Effect of Death or Divorce on Partnership Interest

Sec. 152.406.  EFFECT OF DEATH OR DIVORCE ON PARTNERSHIP INTEREST.  (a)  For purposes of this code:
(1)  on the divorce of a partner, the partner's spouse, to the extent of the spouse's partnership interest, if any, is a transferee of the partnership interest;
(2)  on the death of a partner:
(A)  if the partnership interest of the deceased partner is subject to redemption under Subchapter H, the partner's surviving spouse, if any, and an heir, devisee, personal representative, or other successor of the partner, to the extent of their respective right to the redemption price, are creditors of the partnership until the redemption price is paid; or
(B)  if the partnership interest of the deceased partner is not subject to redemption under Subchapter H, the partner's surviving spouse, if any, and an heir, devisee, personal representative, or other successor of the partner, to the extent of their respective partnership interest, are transferees of the partnership interest; and
(3)  on the death of a partner's spouse, an heir, devisee, personal representative, or other successor of the spouse, other than the partner, to the extent of their respective partnership interest, if any, is a transferee of the partnership interest.
(b)  An event of the type described by Section 152.501 occurring with respect to a partner's spouse is not an event of withdrawal.
(c)  This chapter does not impair an agreement for the purchase or sale of a partnership interest at any time, including on the death or divorce of an owner of the partnership interest.
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. 44, eff. September 1, 2011.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter G. Withdrawal of Partner › Section 152.502. Effect of Event of Withdrawal on Partnership and Other Partners

Sec. 152.502.  EFFECT OF EVENT OF WITHDRAWAL ON PARTNERSHIP AND OTHER PARTNERS.  A partnership continues after an event of withdrawal.  The event of withdrawal affects the relationships among the withdrawn partner, the partnership, and the continuing partners as provided by Sections 152.503-152.506 and Subchapter H.
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 G. Withdrawal of Partner › Section 152.503. Wrongful Withdrawal; Liability

Sec. 152.503.  WRONGFUL WITHDRAWAL;  LIABILITY.  (a)  At any time before the occurrence of an event requiring a winding up of partnership business, a partner may withdraw from the partnership and cease to be a partner as provided by Section 152.501.
(b)  A partner's withdrawal is wrongful only if:
(1)  the withdrawal breaches an express provision of the partnership agreement;
(2)  in the case of a partnership that has a period of duration, is for a particular undertaking, or is required under its partnership agreement to wind up the partnership on occurrence of a specified event, before the expiration of the period of duration, the completion of the undertaking, or the occurrence of the event, as appropriate:
(A)  the partner withdraws by express will;
(B)  the partner withdraws by becoming a debtor in bankruptcy; or
(C)  in the case of a partner that is not an individual, a trust other than a business trust, or an estate, the partner is expelled or otherwise withdraws because the partner wilfully dissolved or terminated; or
(3)  the partner is expelled by judicial decree under Section 152.501(b)(5).
(c)  In addition to other liability of the partner to the partnership or to the other partners, a wrongfully withdrawing partner is liable to the partnership and to the other partners for damages caused by the withdrawal.
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. 108, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter G. Withdrawal of Partner › Section 152.504. Withdrawn Partner's Power to Bind Partnership

Sec. 152.504.  WITHDRAWN PARTNER'S POWER TO BIND PARTNERSHIP.  (a)  The action of a withdrawn partner occurring not later than the first anniversary of the date of the person's withdrawal binds the partnership if the transaction would bind the partnership before the person's withdrawal and the other party to the transaction:
(1)  does not have notice of the person's withdrawal as a partner;
(2)  had done business with the partnership within one year preceding the date of withdrawal;  and
(3)  reasonably believed that the withdrawn partner was a partner at the time of the transaction.
(b)  A withdrawn partner is liable to the partnership for loss caused to the partnership arising from an obligation incurred by the withdrawn partner after the withdrawal date and for which the partnership is liable under Subsection (a).
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 G. Withdrawal of Partner › Section 152.505. Effect of Withdrawal on Partner's Existing Liability

Sec. 152.505.  EFFECT OF WITHDRAWAL ON PARTNER'S EXISTING LIABILITY.  (a)   Withdrawal of a partner does not by itself discharge the partner's liability for an obligation of the partnership incurred before the date of withdrawal.
(b)  The estate of a deceased partner is liable for an obligation of the partnership incurred while the deceased was a partner to the same extent that a withdrawn partner is liable for an obligation of the partnership incurred before the date of withdrawal.
(c)  A withdrawn partner is discharged from liability incurred before the date of withdrawal by an agreement to that effect between the partner and a partnership creditor.
(d)  If a creditor of a partnership has notice of a partner's withdrawal and without the consent of the withdrawn partner agrees to a material alteration in the nature or time of payment of an obligation of the partnership incurred before the date of withdrawal, the withdrawn partner is discharged from the obligation.
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 G. Withdrawal of Partner › Section 152.506. Liability of Withdrawn Partner to Third Party

Sec. 152.506.  LIABILITY OF WITHDRAWN PARTNER TO THIRD PARTY.  A person who withdraws as a partner in a circumstance that is not an event requiring a winding up of partnership business under Section 11.051 or 11.057 is liable to another party as a partner in a transaction entered into by the partnership or a surviving partnership under Section 10.001 not later than the second anniversary of the date of the partner's withdrawal only if the other party to the transaction:
(1)  does not have notice of the partner's withdrawal;  and
(2)  reasonably believed that the withdrawn partner was a partner at the time of the transaction.
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 H. Redemption of Withdrawing Partner's or Transferee's Interest › Section 152.601. Redemption if Partnership Not Wound Up

Sec. 152.601.  REDEMPTION IF PARTNERSHIP NOT WOUND UP.  The partnership interest of a withdrawn partner automatically is redeemed by the partnership as of the date of withdrawal in accordance with this subchapter if:
(1)  the event of withdrawal occurs under Sections 152.501(b)(1)-(9) and an event requiring a winding up of partnership business does not occur before the 61st day after the date of the withdrawal;  or
(2)  the event of a withdrawal occurs under Section 152.501(b)(10).
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 H. Redemption of Withdrawing Partner's or Transferee's Interest › Section 152.602. Redemption Price

Sec. 152.602.  REDEMPTION PRICE.  (a)  Except as provided by Subsection (b) , the redemption price of a withdrawn partner's partnership interest is the fair value of the interest on the date of withdrawal.
(b)  The redemption price of the partnership interest of a partner who wrongfully withdraws before the expiration of the partnership's period of duration, the completion of a particular undertaking, or the occurrence of a specified event requiring a winding up of partnership business is the lesser of:
(1)  the fair value of the withdrawn partner's partnership interest on the date of withdrawal; or
(2)  the amount that the withdrawn partner would have received if an event requiring a winding up of partnership business had occurred at the time of the partner's withdrawal.
(c)  Interest is payable on the amount owed under this section.
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. 109, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter H. Redemption of Withdrawing Partner's or Transferee's Interest › Section 152.603. Contribution Obligation

Sec. 152.603.  CONTRIBUTION OBLIGATION.  If a wrongfully withdrawing partner would have been required to make contributions to the partnership under Section 152.707 or 152.708 if an event requiring winding up of the partnership business had occurred at the time of withdrawal, the withdrawn partner is liable to the partnership to make contributions to the partnership in that amount and pay interest on the amount owed.
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 H. Redemption of Withdrawing Partner's or Transferee's Interest › Section 152.604. Setoff for Certain Damages

Sec. 152.604.  SETOFF FOR CERTAIN DAMAGES.  The partnership may set off against the redemption price payable to the withdrawn partner the damages for wrongful withdrawal under Section 152.503(b) and all other amounts owed by the withdrawn partner to the partnership, whether currently due, including interest.
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 H. Redemption of Withdrawing Partner's or Transferee's Interest › Section 152.605. Accrual of Interest

Sec. 152.605.  ACCRUAL OF INTEREST.  Interest payable under Sections 152.602-152.604 accrues from the date of the withdrawal to the date of payment.
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 H. Redemption of Withdrawing Partner's or Transferee's Interest › Section 152.606. Indemnification of Withdrawn Partner

Sec. 152.606.  INDEMNIFICATION OF WITHDRAWN PARTNER.   A partnership shall indemnify a withdrawn partner whose interest is redeemed against all partnership obligations, whether incurred before or after the date of withdrawal, except for an obligation incurred by an act of the withdrawn partner under Section 152.504.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2019, 86th Leg., R.S., Ch. 658 (S.B. 1859), Sec. 13, eff. September 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter H. Redemption of Withdrawing Partner's or Transferee's Interest › Section 152.607. Demand or Payment of Estimated Redemption

Sec. 152.607.  DEMAND OR PAYMENT OF ESTIMATED REDEMPTION.  (a)  If a deferred payment is not authorized under Section 152.608 and an agreement on the redemption price of a withdrawn partner's interest is not reached before the 121st day after the date a written demand for payment is made by either party, not later than the 30th day after the expiration of the period, the partnership shall:
(1)  pay to the withdrawn partner in cash the amount the partnership estimates to be the redemption price and any accrued interest, reduced by any setoffs and accrued interest under Section 152.604;  or
(2)  make written demand for payment of its estimate of the amount owed by the withdrawn partner to the partnership, minus any amount owed to the withdrawn partner by the partnership.
(b)  If a deferred payment is authorized under Section 152.608 or a contribution or other amount is owed by the withdrawn partner to the partnership, the partnership may offer in writing to pay, or deliver a written statement of demand for, the amount it estimates to be the net amount owed, stating the amount and other terms of the obligation.
(c)  On request of the other party, the payment, tender, offer, or demand required or allowed by Subsection (a) or (b) must be accompanied or followed promptly by:
(1)  if payment, tender, offer, or demand is made or delivered by the partnership, a statement of partnership property and liabilities from the date of the partner's withdrawal and the most recent available partnership balance sheet and income statement, if any;  and
(2)  an explanation of the computation of the estimated payment obligation.
(d)  The terms of a payment, tender, offer, or demand under Subsection (a) or (b) govern a redemption if:
(1)  accompanied by written notice that:
(A)  the payment or tendered amount, if made, fully satisfies a party's obligations relating to the redemption of the withdrawn partner's partnership interest;  and
(B)  an action to determine the redemption price, a contribution obligation or setoff under Section 152.603 or 152.604, or other terms of the redemption obligation must be commenced not later than the first anniversary of the later of:
(i)  the date on which the written notice is given;  or
(ii)  the date on which the information required by Subsection (c) is delivered;  and
(2)  the party receiving the payment, tender, offer, or demand does not commence an action in the period described by Subdivision (1)(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 H. Redemption of Withdrawing Partner's or Transferee's Interest › Section 152.608. Deferred Payment on Wrongful Withdrawal

Sec. 152.608.  DEFERRED PAYMENT ON WRONGFUL WITHDRAWAL.  (a)  A partner who wrongfully withdraws before the expiration of the partnership's period of duration, the completion of a particular undertaking, or the occurrence of a specified event requiring a winding up of partnership business is not entitled to receive any portion of the redemption price until the expiration of the period, the completion of the undertaking, or the occurrence of the specified event, as appropriate, unless the partner establishes to the satisfaction of a court that earlier payment will not cause undue hardship to the partnership.
(b)  A deferred payment accrues interest.
(c)  The withdrawn partner may seek to demonstrate to the satisfaction of the court that security for a deferred payment is appropriate.
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. 110, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter H. Redemption of Withdrawing Partner's or Transferee's Interest › Section 152.609. Action to Determine Terms of Redemption

Sec. 152.609.  ACTION TO DETERMINE TERMS OF REDEMPTION.  (a)  A withdrawn partner or the partnership may maintain an action against the other party under Section 152.211 to determine:
(1)  the terms of redemption of that partner's interest, including a contribution obligation or setoff under Section 152.603 or 152.604;  or
(2)  other terms of the redemption obligations of either party.
(b)  The action must be commenced not later than the first anniversary of the later of:
(1)  the date of delivery of information required by Section 152.607(c);  or
(2)  the date written notice is given under Section 152.607(d).
(c)  The court shall determine the terms of the redemption of the withdrawn partner's interest, any contribution obligation or setoff due under Section 152.603 or 152.604, and accrued interest and shall enter judgment for an additional payment or refund.
(d)  If deferred payment is authorized under Section 152.608, the court shall also determine the security for payment if requested to consider whether security is appropriate.
(e)  If the court finds that a party failed to tender payment or make an offer to pay or to comply with the requirements of Section 152.607(c) or otherwise acted arbitrarily, vexatiously, or not in good faith, the court may assess damages against the party, including, if appropriate, in an amount the court finds equitable:
(1)  a share of the profits of the continuing business;
(2)  reasonable attorney's fees;  and
(3)  fees and expenses of appraisers or other experts for a party to the action.
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 H. Redemption of Withdrawing Partner's or Transferee's Interest › Section 152.610. Deferred Payment on Winding Up Partnership

Sec. 152.610.  DEFERRED PAYMENT ON WINDING UP PARTNERSHIP.  If a partner withdraws under Section 152.501 and not later than the 60th day after the date of withdrawal an event requiring winding up occurs under Section 11.051 or 11.057:
(1)  the partnership may defer paying the redemption price to the withdrawn partner until the partnership makes a winding up distribution to the remaining partners;  and
(2)  the redemption price or contribution obligation is the amount the withdrawn partner would have received or contributed if the event requiring winding up had occurred at the time of the partner's withdrawal.
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 H. Redemption of Withdrawing Partner's or Transferee's Interest › Section 152.611. Redemption of Transferee's Partnership Interest

Sec. 152.611.  REDEMPTION OF TRANSFEREE'S PARTNERSHIP INTEREST.  (a)  A partnership must redeem the partnership interest of a transferee for its fair value if:
(1)  the interest was transferred when:
(A)  the partnership had a period of duration that had not yet expired;
(B)  the partnership was for a particular undertaking not yet completed; or
(C)  the partnership agreement provided for winding up of the partnership business on a specified event that had not yet occurred;
(2)  the partnership's period of duration has expired, the particular undertaking has been completed, or the specified event has occurred; and
(3)  the transferee makes a written demand for redemption.
(b)  If an agreement for the redemption price of a transferee's interest is not reached before the 121st day after the date a written demand for redemption is made, the partnership must pay to the transferee in cash the amount the partnership estimates to be the redemption price and any accrued interest from the date of demand not later than the 30th day after the expiration of the period.
(c)  On request of the transferee, the payment required by Subsection (b) must be accompanied or followed by:
(1)  a statement of partnership property and liabilities from the date of the demand for redemption;
(2)  the most recent available partnership balance sheet and income statement, if any;  and
(3)  an explanation of the computation of the estimated payment obligation.
(d)  If the payment required by Subsection (b) is accompanied by written notice that the payment is in full satisfaction of the partnership's obligations relating to the redemption of the transferee's interest, the payment, less interest, is the redemption price unless the transferee, not later than the first anniversary of the written notice, commences an action to determine the redemption price.
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. 111, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter H. Redemption of Withdrawing Partner's or Transferee's Interest › Section 152.612. Action to Determine Transferee's Redemption Price

Sec. 152.612.  ACTION TO DETERMINE TRANSFEREE'S REDEMPTION PRICE.  (a)  A transferee may maintain an action against a partnership to determine the redemption price of the transferee's interest.
(b)  The court shall determine the redemption price of the transferee's interest and accrued interest and enter judgment for payment or refund.
(c)  If the court finds that the partnership failed to make payment or otherwise acted arbitrarily, vexatiously, or not in good faith, the court may assess against the partnership in an amount the court finds equitable:
(1)  reasonable attorney's fees;  and
(2)  fees and expenses of appraisers or other experts for a party to the action.
(d)  The redemption of a transferee's interest under Sections 152.611(a) and (b) may be deferred as determined by the court if the partnership establishes to the satisfaction of the court that failure to defer redemption will cause undue hardship to the partnership 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 I. Supplemental Winding Up and Termination Provisions › Section 152.701. Effect of Event Requiring Winding Up

Sec. 152.701.  EFFECT OF EVENT REQUIRING WINDING UP.  On the occurrence of an event requiring winding up of a partnership business under Section 11.051 or 11.057:
(1)  the partnership continues until the winding up of its business is completed, at which time the partnership is terminated;  and
(2)  the relationship among the partners is changed as provided by this subchapter.
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 I. Supplemental Winding Up and Termination Provisions › Section 152.702. Persons Eligible to Wind Up Partnership Business

Sec. 152.702.  PERSONS ELIGIBLE TO WIND UP PARTNERSHIP BUSINESS.  (a)  After the occurrence of an event requiring a winding up of a partnership business, the partnership business may be wound up by:
(1)  the partners who have not withdrawn;
(2)  the legal representative of the last surviving partner;  or
(3)  a person appointed by the court to carry out the winding up under Subsection (b).
(b)  On application of a partner, a partner's legal representative or transferee, or a withdrawn partner whose interest is not redeemed under Section 152.608, a court, for good cause, may appoint a person to carry out the winding up and may make an order, direction, or inquiry that the circumstances require.
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 I. Supplemental Winding Up and Termination Provisions › Section 152.703. Rights and Duties of Person Winding Up Partnership Business

Sec. 152.703.  RIGHTS AND DUTIES OF PERSON WINDING UP PARTNERSHIP BUSINESS.  (a)  To the extent appropriate for winding up, as soon as reasonably practicable, and in the name of and for and on behalf of the partnership, a person winding up a partnership's business may take the actions specified in Sections 11.052, 11.053, and 11.055.
(b)  Section 11.052(a)(2) shall not be applicable to 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 I. Supplemental Winding Up and Termination Provisions › Section 152.704. Binding Effect of Partner's Action After Event Requiring Winding Up

Sec. 152.704.  BINDING EFFECT OF PARTNER'S ACTION AFTER EVENT REQUIRING WINDING UP.  After the occurrence of an event requiring winding up of the partnership business, a partnership is bound by a partner's act that:
(1)  is appropriate for winding up;  or
(2)  would bind the partnership under Sections 152.301 and 152.302 before the occurrence of the event requiring winding up, if the other party to the transaction does not have notice that an event requiring winding up 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 I. Supplemental Winding Up and Termination Provisions › Section 152.705. Partner's Liability to Other Partners After Event Requiring Winding Up

Sec. 152.705.  PARTNER'S LIABILITY TO OTHER PARTNERS AFTER EVENT REQUIRING WINDING UP.  (a)  Except as provided by Subsection (b), after the occurrence of an event requiring winding up of the partnership business, the losses with respect to which a partner must contribute under Section 152.708(a) include losses from a liability incurred under Section 152.704.
(b)  A partner who incurs, with notice that an event requiring a winding up of the partnership business has occurred, a partnership liability under Section 152.704(2) by an act that is not appropriate for winding up is liable to the partnership for a loss caused to the partnership arising from that 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 I. Supplemental Winding Up and Termination Provisions › Section 152.706. Disposition of Assets

Sec. 152.706.  DISPOSITION OF ASSETS.  (a)  In winding up the partnership business, the property of the partnership, including any required contributions of the partners under Sections 152.707 and 152.708, shall be applied to discharge its obligations to creditors, including partners who are creditors other than in the partners' capacities as partners.
(b)  A surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under Section 152.707.
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 I. Supplemental Winding Up and Termination Provisions › Section 152.707. Settlement of Accounts

Sec. 152.707.  SETTLEMENT OF ACCOUNTS.  (a)  Each partner is entitled to a settlement of all partnership accounts on winding up the partnership business.
(b)  In settling accounts among the partners, the partnership interest of a withdrawn partner that is redeemed under Section 152.610 is credited with a share of any profits for the period after the partner's withdrawal but is charged with a share of losses for that period only to the extent of profits credited for that period.
(c)  The profits and losses that result from the liquidation of the partnership property must be credited and charged to the partners' capital accounts.
(d)  The partnership shall make a distribution to a partner in an amount equal to that partner's positive balance in the partner's capital account.  Except as provided by Section 152.304(b) or 152.801, a partner shall contribute to the partnership an amount equal to that partner's negative balance in the partner's capital account.
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. 45, eff. September 1, 2011.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter I. Supplemental Winding Up and Termination Provisions › Section 152.710. Reinstatement

Sec. 152.710.  REINSTATEMENT.  To approve a reinstatement of a partnership under Section 11.202, all remaining partners, or another group or percentage of partners as specified by the partnership agreement, must agree in writing to reinstate and continue the business of 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 J. Limited Liability Partnerships › Section 152.801. Liability of Partner

Sec. 152.801.  LIABILITY OF PARTNER.  (a)  Except as provided by the partnership agreement, a partner is not personally liable to any person, including a partner, directly or indirectly, by contribution, indemnity, or otherwise, for any obligation of the partnership incurred while the partnership is a limited liability partnership.
(b)   Sections 2.101(1), 152.305, and 152.306 do not limit the effect of Subsection (a) in a limited liability partnership.
(c)  For purposes of this section, an obligation is incurred while a partnership is a limited liability partnership if:
(1)  the obligation relates to an action or omission occurring while the partnership is a limited liability partnership; or
(2)  the obligation arises under a contract or commitment entered into while the partnership is a limited liability partnership.
(d)  Subsection (a) does not affect:
(1)  the liability of a partnership to pay its obligations from partnership property;
(2)  the liability of a partner, if any, imposed by law or contract independently of the partner's status as a partner; or
(3)  the manner in which service of citation or other civil process may be served in an action against a partnership.
(e)  This section controls over the other parts of this chapter and the other partnership provisions regarding the liability of partners of a limited liability partnership, the chargeability of the partners for the obligations of the partnership, and the obligations of the partners regarding contributions and indemnity.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 47, eff. September 1, 2009.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 46, eff. September 1, 2011.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter J. Limited Liability Partnerships › Section 152.803. Name

Sec. 152.803.  NAME.  The name of a limited liability partnership must comply with Section 5.063.
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 J. Limited Liability Partnerships › Section 152.805. Limited Partnership

Sec. 152.805.  LIMITED PARTNERSHIP.  A limited partnership may become a limited liability partnership by complying with applicable provisions of 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 K. Foreign Limited Liability Partnerships › Section 152.901. General

Sec. 152.901.  GENERAL.  (a)  A foreign limited liability partnership is subject to Section 2.101 with respect to its activities in this state to the same extent as a domestic limited liability partnership.
(b)  A foreign limited liability partnership may not be denied registration because of a difference between the laws of the jurisdiction under which the partnership is formed and the laws of this state.
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. 113, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter K. Foreign Limited Liability Partnerships › Section 152.902. Name

Sec. 152.902.  NAME.  The name of a foreign limited liability partnership must:
(1)  satisfy the requirements of the jurisdiction of formation; and
(2)  comply with Section 5.063.
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. 114, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter K. Foreign Limited Liability Partnerships › Section 152.903. Activities Not Constituting Transacting Business

Sec. 152.903.  ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS.  Without excluding other activities that do not constitute transacting business in this state, a foreign limited liability partnership is not considered to be transacting business in this state for purposes of this code because it carries on in this state one or more of the activities listed by Section 9.251.
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 K. Foreign Limited Liability Partnerships › Section 152.904. Registered Agent and Registered Office

Sec. 152.904.  REGISTERED AGENT AND REGISTERED OFFICE.  A foreign limited liability partnership subject to this chapter shall maintain a registered office and registered agent in this state in the same manner and to the same extent as if the partnership were a foreign filing entity.  Subchapters E and F, Chapter 5, apply to a foreign limited liability partnership to the same extent those subchapters apply to a foreign filing entity.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 79, eff. January 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter K. Foreign Limited Liability Partnerships › Section 152.905. Registration Procedure

Sec. 152.905.  REGISTRATION PROCEDURE.  (a)  Before transacting business in this state, a foreign limited liability partnership must file an application for registration in accordance with this section and Chapters 4 and 9.
(b)  The application must be signed by:
(1)  a majority-in-interest of the partners;  or
(2)  one or more partners authorized by a majority-in-interest of the partners.
(c)  A partnership is registered as a foreign limited liability partnership on:
(1)  the date on which a completed initial or renewal application for registration is filed with the secretary of state in accordance with Chapter 4; or
(2)  a later date specified in the application.
(d)  A registration is not affected by subsequent changes in the partners of the partnership.
(e)  The registration of a foreign limited liability partnership is effective until the first anniversary of the date after the date of registration or a later effective date, unless the registration is:
(1)  withdrawn or revoked at an earlier time; or
(2)  renewed in accordance with Section 152.908.
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. 115, eff. September 1, 2007.
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 116, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter K. Foreign Limited Liability Partnerships › Section 152.906. Withdrawal of Registration

Sec. 152.906.  WITHDRAWAL OF REGISTRATION.  (a)  A registration may be voluntarily withdrawn by filing a certificate of withdrawal in accordance with this section and Section 9.011.
(b)  In addition to the information required by Section 9.011, the certificate of withdrawal must:
(1)  contain:
(A)  the federal taxpayer identification number of the partnership; and
(B)  the date of effectiveness of the partnership's last application for registration under this subchapter; and
(2)  be signed by:
(A)  a majority-in-interest of the partners; or
(B)  one or more partners authorized by a majority-in-interest of the partners.
(c)  A certificate from the comptroller stating that all taxes administered by the comptroller under Title 2, Tax Code, have been paid must be filed with the withdrawal of registration.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 80, eff. January 1, 2006.
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 49, eff. September 1, 2009.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 48, eff. September 1, 2011.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter K. Foreign Limited Liability Partnerships › Section 152.907. Effect of Certificate of Withdrawal

Sec. 152.907.  EFFECT OF CERTIFICATE OF WITHDRAWAL.  A certificate of withdrawal terminates the registration of the partnership as a foreign limited liability partnership as of the date on which the notice is filed or a later date specified in the notice, but not later than the expiration date under Section 152.905(e).
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 81, eff. January 1, 2006.