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Texas Business Organizations Code - Chapter 152 General PartnershipsLegal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Chapter 152 General Partnerships In this chapter: (1) "Event of withdrawal" or "withdrawal" means an event specified by Section 152.501(b). (2) "Event requiring a winding up" means an event ... (a) Except as provided by Subsection (b), a partnership agreement governs the relations of the partners and between the partners and the partnership. To the ... The principles of law and equity and the other partnership provisions supplement this chapter unless otherwise provided by this chapter or the other partnership provisions. ... The rule that a statute in derogation of the common law is to be strictly construed does not apply to this chapter or the other ... If an obligation to pay interest arises under this chapter and the rate is not specified, the interest rate is the rate specified by Section ... (a) In this section, "association" does not have the meaning of the term "association" under Section 1.002. (b) Except as provided by Subsection (c) and ... (a) Factors indicating that persons have created a partnership include the persons': (1) receipt or right to receive a share of profits of the business; ... (a) A person may be a partner unless the person lacks capacity apart from this chapter. (b) Except as provided by Section 152.307, a person ... (a) A false representation or other conduct falsely indicating that a person is a partner with another person does not of itself create a partnership. ... (a) Persons licensed as doctors of medicine and persons licensed as doctors of osteopathy by the Texas State Board of Medical Examiners and persons licensed ... A partnership is an entity distinct from its partners. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. ... Partnership property is not property of the partners. A partner or a partner's spouse does not have an interest in partnership property. Acts 2003, 78th ... (a) Property is partnership property if acquired in the name of: (1) the partnership; or (2) one or more partners, regardless of whether the name ... A person may become a partner only with the consent of all partners. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. ... (a) Each partner is credited with an amount equal to: (1) the cash and the value of property the partner contributes to a partnership; and ... (a) Each partner has equal rights in the management and conduct of the business of a partnership. A partner's right to participate in the management ... (a) A partner owes to the partnership, the other partners, and a transferee of a deceased partner's partnership interest as designated in Section 152.406(a)(2): (1) ... A partner's duty of loyalty includes: (1) accounting to and holding for the partnership property, profit, or benefit derived by the partner: (A) in the ... (a) A partner's duty of care to the partnership and the other partners is to act in the conduct and winding up of the partnership ... Sections 152.204-152.206 apply to a person winding up the partnership business as the personal or legal representative of the last surviving partner to the same ... A partnership agreement may be amended only with the consent of all partners. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. ... (a) A difference arising in a matter in the ordinary course of the partnership business may be decided by a majority-in-interest of the partners. (b) ... A partner is liable to a partnership and the other partners for: (1) a breach of the partnership agreement; or (2) a violation of a ... (a) A partnership may maintain an action against a partner for a breach of the partnership agreement or for the violation of a duty to ... (a) In this section, "access" includes the opportunity to inspect and copy books and records during ordinary business hours. (b) A partnership shall keep its ... (a) On request and to the extent just and reasonable, each partner and the partnership shall furnish complete and accurate information concerning the partnership to: ... Sections 152. 203, 152.208, and 152.209 do not limit a partnership's obligations to another person under Sections 152.301 and 152.302. Acts 2003, 78th Leg., ch. ... Each partner is an agent of the partnership for the purpose of its business. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, ... (a) Unless a partner does not have authority to act for the partnership in a particular matter and the person with whom the partner is ... (a) A partnership is liable for loss or injury to a person, including a partner, or for a penalty caused by or incurred as a ... (a) Except as provided by Subsection (b) or Section 152.801(b), all partners are liable jointly and severally for a debt or obligation of the partnership ... An action may be brought against a partnership and any or all of the partners in the same action or in separate actions. Acts 2003, ... (a) A judgment against a partnership is not by itself a judgment against a partner. A judgment may be entered against a partner who has ... (a) The rights of a person extending credit in reliance on a representation described by Section 152.054 are determined by applicable law other than this ... A partner may transfer all or part of the partner's partnership interest. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. ... A transfer of all or part of a partner's partnership interest: (1) is not an event of withdrawal; (2) does not by itself cause a ... After transfer, the transferor continues to have the rights and duties of a partner other than the interest transferred. Acts 2003, 78th Leg., ch. 182, ... (a) A transferee of a partner's partnership interest is entitled to receive, to the extent transferred, distributions to which the transferor otherwise would be entitled. ... A partnership is not required to give effect to a transfer prohibited by a partnership agreement. Acts 2003, 78th Leg., ch. 182, § 1, eff. ... (a) For purposes of this code: (1) on the divorce of a partner, the partner's spouse, to the extent of the spouse's partnership interest, is ... (a) A person ceases to be a partner on the occurrence of an event of withdrawal. (b) An event of withdrawal of a partner occurs ... A partnership continues after an event of withdrawal. The event of withdrawal affects the relationships among the withdrawn partner, the partnership, and the continuing partners ... (a) At any time before the occurrence of an event requiring a winding up of partnership business, a partner may withdraw from the partnership and ... (a) The action of a withdrawn partner occurring not later than the first anniversary of the date of the person's withdrawal binds the partnership if ... (a) Withdrawal of a partner does not by itself discharge the partner's liability for an obligation of the partnership incurred before the date of withdrawal. ... A person who withdraws as a partner in a circumstance that is not an event requiring a winding up of partnership business under Section 11.051 ... The partnership interest of a withdrawn partner automatically is redeemed by the partnership as of the date of withdrawal in accordance with this subchapter if: ... (a) Except as provided by Subsection (b) , the redemption price of a withdrawn partner's partnership interest is the fair value of the interest on ... If a wrongfully withdrawing partner would have been required to make contributions to the partnership under Section 152.707 or 152.708 if an event requiring winding ... The partnership may set off against the redemption price payable to the withdrawn partner the damages for wrongful withdrawal under Section 152.503(b) and all other ... Interest payable under Sections 152.602-152.604 accrues from the date of the withdrawal to the date of payment. Acts 2003, 78th Leg., ch. 182, § 1, ... (a) A partnership shall indemnify a withdrawn partner against a partnership liability incurred before the date of withdrawal, except for a liability: (1) that is ... (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 ... (a) A partner who wrongfully withdraws before the expiration of a definite term, the completion of a particular undertaking, or the occurrence of a specified ... (a) A withdrawn partner or the partnership may maintain an action against the other party under Section 152.211 to determine: (1) the terms of redemption ... If a partner withdraws under Section 152.501 and not later than the 60th day after the date of withdrawal an event requiring winding up occurs ... (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 ... (a) A transferee may maintain an action against a partnership to determine the redemption price of the transferee's interest. (b) The court shall determine the ... On the occurrence of an event requiring winding up of a partnership business under Section 11.051 or 11.057: (1) the partnership continues until the winding ... (a) After the occurrence of an event requiring a winding up of a partnership business, the partnership business may be wound up by: (1) the ... (a) To the extent appropriate for winding up, as soon as reasonably practicable, and in the name of and for and on behalf of the ... After the occurrence of an event requiring winding up of the partnership business, a partnership is bound by a partner's act that: (1) is appropriate ... (a) Except as provided by Subsection (b), after the occurrence of an event requiring winding up of the partnership business, the losses with respect to ... (a) In winding up the partnership business, the property of the partnership, including any required contributions of the partners under Sections 152.707 and 152.708, shall ... (a) Each partner is entitled to a settlement of all partnership accounts on winding up the partnership business. (b) In settling accounts among the partners, ... (a) Except as provided by Sections 152.304(b) and 152.801, to the extent not taken into account in settling the accounts among partners under Section 152.707: ... (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 ... To approve a reinstatement of a partnership under Section 11.202, all remaining partners, or another group or percentage of partners as specified by the partnership ... (a) Except as provided by Subsection (b), a partner in a limited liability partnership is not personally liable, directly or indirectly, by contribution, indemnity, or ... (a) In addition to complying with Sections 152.803 and 152.804, a partnership, to become a limited liability partnership, must file an application with the secretary ... The name of a limited liability partnership must comply with Section 5.063. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. ... (a) A limited liability partnership must: (1) carry at least $100,000 of liability insurance of a kind that is designed to cover the kind of ... A limited partnership may become a limited liability partnership by complying with applicable provisions of Chapter 153. Acts 2003, 78th Leg., ch. 182, § 1, ... (a) A foreign limited liability partnership is subject to Section 2.101 with respect to its activities in this state to the same extent as a ... The name of a foreign limited liability partnership must: (1) satisfy the requirements of the state of formation; and (2) comply with Section 5.063. Acts ... Without excluding other activities that do not constitute transacting business in this state, a foreign limited liability partnership is not considered to be transacting business ... A foreign limited liability partnership subject to this chapter shall maintain a registered office and registered agent in this state in the same manner and ... (a) Before transacting business in this state, a foreign limited liability partnership must file an application for registration in accordance with this section and Chapters ... (a) A registration may be voluntarily withdrawn by filing a certificate of withdrawal in accordance with this section and Section 9.011. (b) In addition to ... A certificate of withdrawal terminates the registration of the partnership as a foreign limited liability partnership as of the date on which the notice is ... (a) An effective registration may be renewed before its expiration by filing a renewal application for registration with the secretary of state in accordance with ... The secretary of state may remove from its active records the registration of a foreign limited liability partnership the registration of which has: (1) been ... (a) A foreign limited liability partnership that transacts business in this state without being registered is subject to Subchapter B, Chapter 9, to the same ... (a) A document filed under this subchapter or an application for registration filed under Section 9.007 may be amended by filing with the secretary of ... The application for amendment must be signed by: (1) a majority-in-interest of the partners; or (2) one or more partners authorized by a majority-in-interest of ... A statement filed by a foreign limited liability partnership in accordance with Section 5.202 must be signed by: (1) a majority-in-interest of the partners; or ... (a) The secretary of state may revoke the registration of a foreign limited liability partnership for the partnership's failure to: (1) file a report within ... Texas Lawyers
Last modified: August 10, 2007 |