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Texas Business Organizations Code - Section 153.155. Withdrawal Of General Partner

Legal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 153.155. Withdrawal Of General Partner

§ 153.155. WITHDRAWAL OF GENERAL PARTNER.  (a) A person 
ceases to be a general partner of a limited partnership on the 
occurrence of one or more of the following events of withdrawal:
		(1)  the general partner withdraws as a general partner 
from the limited partnership as provided by Subsection (b);
		(2)  the general partner ceases to be a general partner 
of the limited partnership as provided by Section 153.252(b);
		(3)  the general partner is removed as a general 
partner in accordance with the partnership agreement;
		(4)  unless otherwise provided by a written partnership 
agreement, or with the written consent of all partners, the general 
partner:
			(A)  makes a general assignment for the benefit of 
creditors;              
			(B)  files a voluntary bankruptcy petition;                                  
			(C)  becomes the subject of an order for relief or 
is declared insolvent in a federal or state bankruptcy or 
insolvency proceeding;
			(D)  files a petition or answer seeking for the 
general partner a reorganization, arrangement, composition, 
readjustment, liquidation, dissolution, or similar relief under 
law;
			(E)  files a pleading admitting or failing to 
contest the material allegations of a petition filed against the 
general partner in a proceeding of the type described by Paragraphs 
(A)-(D);  or
			(F)  seeks, consents to, or acquiesces in the 
appointment of a trustee, receiver, or liquidator of the general 
partner or of all or a substantial part of the general partner's 
properties;
		(5)  unless otherwise provided by a written partnership 
agreement or with the written consent of all partners, the 
expiration of:
			(A)  120 days after the date of the commencement 
of a proceeding against the general partner seeking reorganization, 
arrangement, composition, readjustment, liquidation, dissolution, 
or similar relief under law if the proceeding has not been 
previously dismissed;
			(B)  90 days after the date of the appointment, 
without the general partner's consent, of a trustee, receiver, or 
liquidator of the general partner or of all or a substantial part of 
the general partner's properties if the appointment has not 
previously been vacated or stayed;  or
			(C)  90 days after the date of expiration of a 
stay, if the appointment has not previously been vacated;
		(6)  the death of a general partner;                                          
		(7)  a court adjudicating a general partner who is an 
individual mentally incompetent to manage the general partner's 
person or property;
		(8)  unless otherwise provided by a written partnership 
agreement or with the written consent of all partners, the 
commencement of winding up activities intended to conclude in the 
termination of a trust that is a general partner, but not merely the 
substitution of a new trustee;
		(9)  unless otherwise provided by a written partnership 
agreement or with the written consent of all partners, the 
commencement of winding up activities of a separate partnership 
that is a general partner;
		(10)  unless otherwise provided by a written 
partnership agreement or with the written consent of all partners, 
the:
			(A)  filing of a certificate of termination or its 
equivalent for an entity, other than a nonfiling entity or a foreign 
nonfiling entity, that is a general partner;  or
			(B)  termination or revocation of the certificate 
of formation or its equivalent of an entity, other than a nonfiling 
entity or a foreign nonfiling entity, that is a general partner and 
the expiration of 90 days after the date of notice to the entity of 
termination or revocation without a reinstatement of its 
certificate of formation or its equivalent;  or
		(11)  the distribution by the fiduciary of an estate 
that is a general partner of the estate's entire interest in the 
limited partnership.
	(b)  A general partner may withdraw at any time from a 
limited partnership and cease to be a general partner under 
Subsection (a) by giving written notice to the other partners.

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

Last modified: August 11, 2007