Texas Business Organizations Code - Section 153.158. Effect Of Withdrawal
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Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 153.158. Effect Of Withdrawal
§ 153.158. EFFECT OF WITHDRAWAL. (a) Unless otherwise
provided by a written partnership agreement and subject to the
liability created under Section 153.162, if a general partner
ceases to be a general partner under Section 153.155, the remaining
general partner or partners, or, if there are no remaining general
partners, a majority-in-interest of the limited partners in a vote
that excludes any limited partnership interest held by the
withdrawing general partner, may:
(1) convert that general partner's partnership
interest to that of a limited partner; or
(2) pay to the withdrawn general partner in cash, or
secure by bond approved by a court of competent jurisdiction, the
value of that partner's partnership interest minus the damages
caused if the withdrawal constituted a breach of the partnership
agreement.
(b) Until an action described by Subsection (a) is taken,
the owner of the partnership interest of the withdrawn general
partner has the status of an assignee under Subchapter F, Section
153.113, and Section 153.555.
(c) If there are no remaining general partners following the
withdrawal of a general partner, the partnership may be
reconstituted.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Section: 153.151 153.152 153.153 153.154 153.155 153.156 153.157 153.158 153.159 153.160 153.161 153.162 153.201 153.202 153.203
Last modified: August 11, 2007
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