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Texas Business Organizations Code - Section 152.607. Demand Or Payment Of Estimated Redemption

Legal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 152.607. Demand Or Payment Of Estimated Redemption

§ 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withdrawn partner's interest is not reached before the 121st day 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		(1)  pay to the withdrawn partner in cash the amount the 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the amount owed by the withdrawn partner to the partnership, minus 
any amount owed to the withdrawn partner by the partnership.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152.608 or a contribution or other amount is owed by the withdrawn 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the withdrawn partner's partnership interest;  and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, § 1, eff. Jan. 1, 2006.                     

Last modified: August 11, 2007