SUBCHAPTER A GENERAL PROVISIONS
- Texas Section 152.001 - Definitions
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...
- Texas Section 152.002 - Effect Of Partnership Agreement; Nonwaivable And Variable Provisions
(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...
- Texas Section 152.003 - Supplemental Principles Of Law
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....
- Texas Section 152.004 - Rule Of Statutory Construction Not Applicable
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...
SUBCHAPTER B NATURE AND CREATION OF PARTNERSHIP
- Texas Section 152.005 - Applicable Interest Rate
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...
- Texas Section 152.051 - Partnership Defined
(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...
- Texas Section 152.052 - Rules For Determining If Partnership Is Created
(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;...
- Texas Section 152.053 - Qualifications To Be Partner; Nonpartner's Liability To Third Person
(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...
- Texas Section 152.054 - False Representation Of Partnership Or Partner
(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....
- Texas Section 152.055 - Authority Of Certain Professionals To Create 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...
- Texas Section 152.0551 - Partnerships Formed By Physicians And Physician Assistants
(a) Physicians licensed under Subtitle B, Title 3, Occupations Code, and physician assistants licensed under Chapter 204, Occupations Code, may create a partnership to perform...
SUBCHAPTER C PARTNERSHIP PROPERTY
- Texas Section 152.056 - Partnership As Entity
A partnership is an entity distinct from its partners. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
- Texas Section 152.101 - Nature Of Partnership Property
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...
SUBCHAPTER D RELATIONSHIP BETWEEN PARTNERS AND BETWEEN PARTNERS AND PARTNERSHIPS
- Texas Section 152.102 - Classification As Partnership Property
(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...
- Texas Section 152.201 - Admission As Partner
A person may become a partner only with the consent of all partners. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
- Texas Section 152.202 - Credits Of And Charges To Partner
(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...
- Texas Section 152.203 - Rights And Duties Of Partner
(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...
- Texas Section 152.204 - General Standards Of Partner's Conduct
(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)...
- Texas Section 152.205 - Partner's Duty Of Loyalty
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...
- Texas Section 152.206 - Partner's Duty Of Care
(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...
- Texas Section 152.207 - Standards Of Conduct Applicable To Person Winding Up Partnership Business
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...
- Texas Section 152.208 - Amendment To Partnership Agreement
A partnership agreement may be amended only with the consent of all partners. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
- Texas Section 152.209 - Decision-making Requirement
(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)...
- Texas Section 152.210 - Partner's Liability To Partnership And Other Partners
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...
- Texas Section 152.211 - Remedies Of Partnership And Partners
(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...
- Texas Section 152.212 - Books And Records Of Partnership
(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...
- Texas Section 152.213 - Information Regarding Partnership
(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:...
SUBCHAPTER E RELATIONSHIP BETWEEN PARTNERS AND OTHER PERSONS
- Texas Section 152.214 - Certain Third-party Obligations Not Affected
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....
- Texas Section 152.301 - Partner As Agent
Each partner is an agent of the partnership for the purpose of its business. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1,
- Texas Section 152.302 - Binding Effect Of Partner's Action
(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...
- Texas Section 152.303 - Liability Of Partnership For Conduct Of Partner
(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...
- Texas Section 152.304 - Nature Of Partner's Liability
(a) Except as provided by Subsection (b) or Section 152.801(a), all partners are jointly and severally liable for all obligations of the partnership unless otherwise:...
- Texas Section 152.305 - Remedy
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,...
- Texas Section 152.306 - Enforcement Of Remedy
(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...
- Texas Section 152.307 - Extension Of Credit In Reliance On False Representation
(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...
SUBCHAPTER F TRANSFER OF PARTNERSHIP INTERESTS
- Texas Section 152.308 - Partner's Partnership Interest Subject To Charging Order
(a) On application by a judgment creditor of a partner or of any other owner of a partnership interest, a court having jurisdiction may charge...
- Texas Section 152.401 - Transfer Of Partnership Interest
A partner may transfer all or part of the partner's partnership interest. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
- Texas Section 152.402 - General Effect Of Transfer
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...
- Texas Section 152.403 - Effect Of Transfer On Transferor
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,...
- Texas Section 152.404 - Rights And Duties Of Transferee
(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....
- Texas Section 152.405 - Power To Effect Transfer Or Grant Of Security Interest
A partnership is not required to give effect to a transfer prohibited by a partnership agreement. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff....
SUBCHAPTER G WITHDRAWAL OF PARTNER
- Texas Section 152.406 - Effect Of Death Or Divorce On Partnership Interest
(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, if...
- Texas Section 152.501 - Events Of Withdrawal
(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...
- Texas Section 152.502 - Effect Of Event Of Withdrawal On Partnership And Other Partners
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...
- Texas Section 152.503 - Wrongful Withdrawal; Liability
(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...
- Texas Section 152.504 - Withdrawn Partner's Power To Bind Partnership
(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...
- Texas Section 152.505 - Effect Of Withdrawal On Partner's Existing Liability
(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....
SUBCHAPTER H REDEMPTION OF WITHDRAWING PARTNER'S OR TRANSFEREE'S INTEREST
- Texas Section 152.506 - Liability Of Withdrawn Partner To Third Party
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...
- Texas Section 152.601 - Redemption If Partnership Not Wound Up
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:...
- Texas Section 152.602 - Redemption Price
(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...
- Texas Section 152.603 - Contribution Obligation
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...
- Texas Section 152.604 - Setoff For Certain Damages
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...
- Texas Section 152.605 - Accrual Of Interest
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, Sec. 1,...
- Texas Section 152.606 - Indemnification For Certain Liability
(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...
- Texas Section 152.607 - Demand Or Payment Of Estimated Redemption
(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...
- Texas Section 152.608 - Deferred Payment On Wrongful Withdrawal
(a) A partner who wrongfully withdraws before the expiration of the partnership's period of duration, the completion of a particular undertaking, or the occurrence of...
- Texas Section 152.609 - Action To Determine Terms Of Redemption
(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...
- Texas Section 152.610 - Deferred Payment On Winding Up Partnership
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...
- Texas Section 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...
SUBCHAPTER I SUPPLEMENTAL WINDING UP AND TERMINATION PROVISIONS
- Texas Section 152.612 - Action To Determine Transferee's Redemption Price
(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...
- Texas Section 152.701 - Effect Of Event Requiring Winding Up
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...
- Texas Section 152.702 - Persons Eligible To Wind Up Partnership Business
(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...
- Texas Section 152.703 - Rights And Duties Of Person Winding Up Partnership Business
(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...
- Texas Section 152.704 - Binding Effect Of Partner's Action After Event Requiring Winding Up
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...
- Texas Section 152.705 - Partner's Liability To Other Partners After Event Requiring Winding Up
(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...
- Texas Section 152.706 - Disposition Of Assets
(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...
- Texas Section 152.707 - Settlement Of Accounts
(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,...
- Texas Section 152.708 - Contributions To Discharge Obligations
(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:...
- Texas Section 152.709 - Cancellation Or Revocation Of Event Requiring Winding Up; Continuation Of Partnership
(a) If a partnership has a period of duration, is for a particular undertaking, or is required under its partnership agreement to wind up the...
SUBCHAPTER J LIMITED LIABILITY PARTNERSHIPS
- Texas Section 152.710 - Reinstatement
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...
- Texas Section 152.801 - Liability Of Partner
(a) Except as provided by the partnership agreement, a partner is not personally liable to any person, including a partner, directly or indirectly, by contribution,...
- Texas Section 152.802 - Registration
(a) In addition to complying with Section 152.803, a partnership, to become a limited liability partnership, must file an application for registration with the secretary...
- Texas Section 152.803 - Name
The name of a limited liability partnership must comply with Section 5.063. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
- Texas Section 152.805 - Limited Partnership
A limited partnership may become a limited liability partnership by complying with applicable provisions of Chapter 153. Acts 2003, 78th Leg., ch. 182, Sec. 1,...
SUBCHAPTER K FOREIGN LIMITED LIABILITY PARTNERSHIPS
- Texas Section 152.806 - Annual Report
(a) Not later than June 1 of each year following the calendar year in which the application for registration as a limited liability partnership takes...
- Texas Section 152.901 - General
(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...
- Texas Section 152.902 - Name
The name of a foreign limited liability partnership must: (1) satisfy the requirements of the jurisdiction of formation; and (2) comply with Section 5.063. Acts...
- Texas Section 152.903 - Activities Not Constituting Transacting Business
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...
- Texas Section 152.904 - Registered Agent And Registered Office
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...
- Texas Section 152.905 - Registration Procedure
(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...
- Texas Section 152.906 - Withdrawal Of Registration
(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...
- Texas Section 152.907 - Effect Of Certificate Of Withdrawal
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...
- Texas Section 152.908 - Renewal Of Registration
(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...
- Texas Section 152.909 - Action By Secretary Of State
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...
- Texas Section 152.910 - Effect Of Failure To Register
(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...
- Texas Section 152.911 - Amendment
(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...
- Texas Section 152.912 - Execution Of Application For Amendment
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...
- Texas Section 152.913 - Execution Of Statement Of Change Of Registered Office Or Registered Agent
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...
- Texas Section 152.914 - Revocation Of Registration By Secretary Of State
(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...