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Texas Business Organizations Code - Section 152.709. Continuation Of Partnership

Legal Research Home > Texas Laws > Business Organizations Code > Texas Business Organizations Code - Section 152.709. Continuation Of Partnership

§ 152.709. CONTINUATION OF PARTNERSHIP.  (a) If all the 
partners in a partnership for a definite term or for a particular 
undertaking or for which the partnership agreement provides for 
winding up on a specified event agree to continue the partnership 
business notwithstanding the expiration of the term, the completion 
of the undertaking, or the occurrence of the event, as appropriate, 
other than the withdrawal of a partner, the partnership is 
continued and the partnership agreement is considered amended to 
provide that the expiration, the completion, or the occurrence of 
the event did not result in an event requiring the winding up of the 
partnership business.
	(b)  A continuation of the business for 90 days by the 
partners or those who habitually acted in the business during the 
term or undertaking or preceding the event, without a settlement or 
liquidation of the partnership business and without objection from 
a partner, is prima facie evidence of agreement by all partners to 
continue the business under Subsection (a).
	(c)  The continuation of the business by the other partners 
or by those who habitually acted in the business before the notice 
under Section 11.057(b), other than the partner giving the notice, 
without any settlement or liquidation of the partnership business, 
is prima facie evidence of an agreement to continue the partnership 
under Section 11.057(b).
	(d)  To approve a revocation under Section 11.151 by a 
partnership of a voluntary decision to wind up pursuant to the 
express will of all the partners as specified in Section 
11.057(a)(2) or (3), prior to completion of the winding up process, 
all the partners must agree in writing to revoke the voluntary 
decision to wind up and to continue the business of the partnership.
	(e)  To approve a revocation under Section 11.151 by a 
partnership of a voluntary decision to wind up pursuant to the 
express will of a majority-in-interest of the partners as specified 
in Section 11.057(a)(1), prior to completion of the winding up 
process, a majority-in-interest of the partners must agree in 
writing to revoke the voluntary decision to wind up and to continue 
the business of the partnership.

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.                     

Last modified: August 11, 2007