Texas Business Organizations Code 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 on:
(1) receipt by the partnership of notice of the partner’s express will to withdraw as a partner on:
(A) the date on which the notice is received; or
(B) a later date specified by the notice;
(2) an event specified in the partnership agreement as causing the partner’s withdrawal;
(3) the partner’s expulsion as provided by the partnership agreement;
(4) the partner’s expulsion by vote of a majority-in-interest of the other partners if:
(A) it is unlawful to carry on the partnership business with that partner;
(B) there has been a transfer of all or substantially all of that partner’s partnership interest, other than:
(i) a transfer for security purposes that has not been foreclosed; or
(ii) the substitution of a successor trustee or successor personal representative;
(C) not later than the 90th day after the date on which the partnership notifies an entity partner, other than a nonfiling entity or foreign nonfiling entity partner, that it will be expelled because it has filed a certificate of termination or the equivalent, its existence has been involuntarily terminated or its charter has been revoked, or its right to conduct business has been terminated or suspended by the jurisdiction of its formation, if the certificate of termination or the equivalent is not revoked or its existence, charter, or right to conduct business is not reinstated; or
(D) an event requiring a winding up has occurred with respect to a nonfiling entity or foreign nonfiling entity that is a partner;
(5) the partner’s expulsion by judicial decree, on application by the partnership or another partner, if the judicial decree determines that the partner:
(A) engaged in wrongful conduct that adversely and materially affected the partnership business;
(B) wilfully or persistently committed a material breach of:
(i) the partnership agreement; or
(ii) a duty owed to the partnership or the other partners under Sections 152.204-152.206; or
(C) engaged in conduct relating to the partnership business that made it not reasonably practicable to carry on the business in partnership with that partner;
(6) the partner’s:
(A) becoming a debtor in bankruptcy;
(B) executing an assignment for the benefit of a creditor;
(C) seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner’s property; or
(D) failing, not later than the 90th day after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner’s property obtained without the partner’s consent or acquiescence, or not later than the 90th day after the date of expiration of a stay, failing to have the appointment vacated;
(7) if a partner is an individual:
(A) the partner’s death;
(B) the appointment of a guardian or general conservator for the partner; or
(C) a judicial determination that the partner has otherwise become incapable of performing the partner’s duties under the partnership agreement;
(8) termination of a partner’s existence;
(9) if a partner has transferred all of the partner’s partnership interest, redemption of the transferee’s interest under § 152.611; or
(10) an agreement to continue the partnership under § 11.057(d) if the partnership has received a notice from the partner under § 11.057(d) requesting that the partnership be wound up.
Terms Used In Texas Business Organizations Code 152.501
- Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
- Business: means a trade, occupation, profession, or other commercial activity. See Texas Business Organizations Code 1.002
- Entity: means a domestic entity or foreign entity. See Texas Business Organizations Code 1.002
- Foreign: means , with respect to an entity, that the entity is formed under, and the entity's internal affairs are governed by, the laws of a jurisdiction other than this state. See Texas Business Organizations Code 1.002
- Foreign nonfiling entity: means a foreign entity that is not a foreign filing entity. See Texas Business Organizations Code 1.002
- Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
- Individual: means a natural person. See Texas Business Organizations Code 1.002
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Nonfiling entity: means a domestic entity that is not a filing entity. See Texas Business Organizations Code 1.002
- Partner: means a limited partner or general partner. See Texas Business Organizations Code 1.002
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: means an entity governed as a partnership under Title 4. See Texas Business Organizations Code 1.002
- Partnership interest: means a partner's interest in a partnership. See Texas Business Organizations Code 1.002
- Person: means an individual or a corporation, partnership, limited liability company, business trust, trust, association, or other organization, estate, government or governmental subdivision or agency, or other legal entity, or a protected series or registered series of a domestic limited liability company or foreign entity. See Texas Business Organizations Code 1.002
- Property: includes tangible and intangible property and an interest in that property. See Texas Business Organizations Code 1.002
- Trustee: A person or institution holding and administering property in trust.
(c) Repealed by Acts 2007, 80th Leg., R.S., Ch. 688, Sec. 144(2), eff. September 1, 2007.