Texas Business Organizations Code - Section 11.057. Supplemental Events Requiring Winding Up Of General Partnership
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§ 11.057. SUPPLEMENTAL EVENTS REQUIRING WINDING UP OF
GENERAL PARTNERSHIP. (a) An event requiring winding up of a
general partnership includes, in addition to any event specified in
Section 11.051, the following:
(1) in a general partnership that is not for a definite
term or for a particular undertaking or in which the partnership
agreement does not provide for winding up the partnership business
on a specified event, the express will of a majority-in-interest of
the partners who have not assigned their interests;
(2) in a general partnership for a definite term or for
a particular undertaking, on:
(A) the express will of all of the partners; or
(B) the expiration of the term or the completion
of the undertaking, unless otherwise continued under Section
152.709;
(3) in a general partnership in which the partnership
agreement provides for the winding up of the partnership business
on a specified event, upon:
(A) the express will of all of the partners; or
(B) the occurrence of the specified event, unless
otherwise continued under Section 152.709;
(4) an event that makes it illegal for all or
substantially all of the partnership business to be continued, but
a cure of illegality before the 91st day after the date of notice to
the general partnership of the event is effective retroactively to
the date of the event for purposes of this subsection;
(5) the sale of all or substantially all of the
property of the general partnership outside the ordinary course of
business; and
(6) if a general partnership is not for a definite term
or a particular undertaking and its partnership agreement does not
provide for a specified event requiring a winding up of the
partnership business, a request for winding up the partnership
business from a partner, other than a partner who has agreed not to
withdraw.
(b) An event described by Subsection (a)(6) requires the
winding up of a general partnership 60 days after the date on which
the general partnership receives notice of the request or at a later
date as specified by the notice, unless a majority-in-interest of
the partners agree to continue the general partnership.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Section: 11.001 11.051 11.052 11.053 11.054 11.055 11.056 11.057 11.058 11.059 11.101 11.102 11.103 11.104 11.105
Last modified: August 11, 2007
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