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Texas Business Organizations Code - Section 152.611. Redemption Of Transferee's Partnership Interest

Legal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 152.611. Redemption Of Transferee's Partnership Interest

§ 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 was for a definite term 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 definite term of the partnership 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, § 1, eff. Jan. 1, 2006.                     

Last modified: August 11, 2007