Texas Business Organizations Code 152.607 – Demand or Payment of Estimated Redemption
(a) If a deferred payment is not authorized under § 152.608 and an agreement on the redemption price of a withdrawn partner‘s interest is not reached before the 121st day after the date a written demand for payment is made by either party, not later than the 30th day after the expiration of the period, the partnership shall:
(1) pay to the withdrawn partner in cash the amount the partnership estimates to be the redemption price and any accrued interest, reduced by any setoffs and accrued interest under § 152.604; or
(2) make written demand for payment of its estimate of the amount owed by the withdrawn partner to the partnership, minus any amount owed to the withdrawn partner by the partnership.
(b) If a deferred payment is authorized under § 152.608 or a contribution or other amount is owed by the withdrawn partner to the partnership, the partnership may offer in writing to pay, or deliver a written statement of demand for, the amount it estimates to be the net amount owed, stating the amount and other terms of the obligation.
Terms Used In Texas Business Organizations Code 152.607
- Contribution: means a tangible or intangible benefit that a person transfers to an entity in consideration for an ownership interest in the entity or otherwise in the person's capacity as an owner or a member. See Texas Business Organizations Code 1.002
- in writing: includes any representation of words, letters, or figures, whether by writing, printing, or other means. See Texas Government Code 312.011
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- 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
- Property: includes tangible and intangible property and an interest in that property. See Texas Business Organizations Code 1.002
- written: means an expression of words, letters, characters, numbers, symbols, figures, or other textual information that is inscribed on a tangible medium or that is stored in an electronic or other medium that is retrievable in a perceivable form. See Texas Business Organizations Code 1.002
(c) On request of the other party, the payment, tender, offer, or demand required or allowed by Subsection (a) or (b) must be accompanied or followed promptly by:
(1) if payment, tender, offer, or demand is made or delivered by the partnership, a statement of partnership property and liabilities from the date of the partner’s withdrawal and the most recent available partnership balance sheet and income statement, if any; and
(2) an explanation of the computation of the estimated payment obligation.
(d) The terms of a payment, tender, offer, or demand under Subsection (a) or (b) govern a redemption if:
(1) accompanied by written notice that:
(A) the payment or tendered amount, if made, fully satisfies a party’s obligations relating to the redemption of the withdrawn partner’s partnership interest; and
(B) an action to determine the redemption price, a contribution obligation or setoff under § 152.603 or 152.604, or other terms of the redemption obligation must be commenced not later than the first anniversary of the later of:
(i) the date on which the written notice is given; or
(ii) the date on which the information required by Subsection (c) is delivered; and
(2) the party receiving the payment, tender, offer, or demand does not commence an action in the period described by Subdivision (1)(B).