Texas Business Organizations Code - Section 152.501. Events Of Withdrawal
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§ 152.501. EVENTS OF WITHDRAWAL. (a) A person ceases to
be a partner on the occurrence of an event of withdrawal.
(b) An event of withdrawal of a partner occurs on:
(1) receipt by the partnership of notice of the
partner's express will to withdraw as a partner on:
(A) the date on which the notice is received; or
(B) a later date specified by the notice;
(2) an event specified in the partnership agreement as
causing the partner's withdrawal;
(3) the partner's expulsion as provided by the
partnership agreement;
(4) the partner's expulsion by vote of a
majority-in-interest of the other partners if:
(A) it is unlawful to carry on the partnership
business with that partner;
(B) there has been a transfer of all or
substantially all of that partner's partnership interest, other
than:
(i) a transfer for security purposes that
has not been foreclosed; or
(ii) the substitution of a successor
trustee or successor personal representative;
(C) not later than the 90th day after the date on
which the partnership notifies an entity partner, other than a
nonfiling entity or foreign nonfiling entity partner, that it will
be expelled because it has filed a certificate of termination or the
equivalent, its existence has been involuntarily terminated or its
charter has been revoked, or its right to conduct business has been
terminated or suspended by the jurisdiction of its formation, if
the certificate of termination or the equivalent is not revoked or
its existence, charter, or right to conduct business is not
reinstated; or
(D) an event requiring a winding up has occurred
with respect to a nonfiling entity or foreign nonfiling entity that
is a partner;
(5) the partner's expulsion by judicial decree, on
application by the partnership or another partner, if the judicial
decree determines that the partner:
(A) engaged in wrongful conduct that adversely
and materially affected the partnership business;
(B) wilfully or persistently committed a
material breach of:
(i) the partnership agreement; or
(ii) a duty owed to the partnership or the
other partners under Sections 152.204-152.206; or
(C) engaged in conduct relating to the
partnership business that made it not reasonably practicable to
carry on the business in partnership with that partner;
(6) the partner's:
(A) becoming a debtor in bankruptcy;
(B) executing an assignment for the benefit of a
creditor;
(C) seeking, consenting to, or acquiescing in the
appointment of a trustee, receiver, or liquidator of that partner
or of all or substantially all of that partner's property; or
(D) failing, not later than the 90th day after
the appointment, to have vacated or stayed the appointment of a
trustee, receiver, or liquidator of the partner or of all or
substantially all of the partner's property obtained without the
partner's consent or acquiescence, or not later than the 90th day
after the date of expiration of a stay, failing to have the
appointment vacated;
(7) if a partner is an individual:
(A) the partner's death;
(B) the appointment of a guardian or general
conservator for the partner; or
(C) a judicial determination that the partner has
otherwise become incapable of performing the partner's duties under
the partnership agreement;
(8) termination of a partner's existence;
(9) if a partner has transferred all of the partner's
partnership interest, redemption of the transferee's interest
under Section 152.611;
(10) an agreement to continue the partnership under
Section 11.057(b) if the partnership has received a notice from the
partner under Section 11.057(a)(6) requesting that the partnership
be wound up; or
(11) a conversion of the partnership if the partner:
(A) did not consent to the conversion; and
(B) failed to notify the partnership in writing
of the partner's desire not to withdraw within 60 days after the
later of:
(i) the effective date of the conversion;
or
(ii) the date the partner receives actual
notice of the conversion.
(c) A withdrawal of a partner under the circumstances
described in Subsection (b)(11) is effective immediately before the
effective date of the conversion and is not considered a wrongful
withdrawal under Section 152.503.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. Amended by
Acts 2005, 79th Leg., ch. 64, § 78, eff. Jan. 1, 2006.
Section: 152.307 152.401 152.402 152.403 152.404 152.405 152.406 152.501 152.502 152.503 152.504 152.505 152.506 152.601 152.602
Last modified: August 11, 2007
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