Texas Business Organizations Code 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 partnership on occurrence of a specified event, all of the partners in the partnership may cancel under § 11.152 an event requiring a winding up specified in § 11.051(1) or (3), or § 11.057(c)(1), by agreeing to continue the partnership business notwithstanding the expiration of the partnership’s period of duration, the completion of the undertaking, or the occurrence of the event, as appropriate, other than the withdrawal of a partner. On reaching that agreement, the event requiring a winding up is canceled, the partnership is continued, and the partnership agreement is considered amended to provide that the expiration, the completion, or the occurrence of the event did not result in an event requiring winding up of the partnership.
(b) A continuation of the business for 90 days by the partners or those who habitually acted in the business during the partnership’s period of duration or the undertaking or preceding the event, without a settlement or liquidation of the partnership business and without objection from a partner, is prima facie evidence of agreement by all partners to continue the business under Subsection (a).
Terms Used In Texas Business Organizations Code 152.709
- Business: means a trade, occupation, profession, or other commercial activity. See Texas Business Organizations Code 1.002
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- in writing: includes any representation of words, letters, or figures, whether by writing, printing, or other means. See Texas Government Code 312.011
- 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
- Property: includes tangible and intangible property and an interest in that property. See Texas Business Organizations Code 1.002
- Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
(c) All of the partners of a partnership, by agreeing to continue the partnership, may cancel under § 11.152 an event requiring winding up specified in § 11.057(d) that arises from a request to wind up from a partner.
(d) To approve a revocation under § 11.151 by a partnership of a voluntary decision to wind up pursuant to the express will of all the partners as specified in § 11.057(b), prior to completion of the winding up process, all the partners must agree in writing to revoke the voluntary decision to wind up and to continue the business of the partnership.
(e) To approve a revocation under § 11.151 by a partnership of a voluntary decision to wind up pursuant to the express will of a majority-in-interest of the partners as specified in § 11.057(a), prior to completion of the winding up process, a majority-in-interest of the partners must agree in writing to revoke the voluntary decision to wind up and to continue the business of the partnership.
(f) All of the partners of a partnership, by agreeing to continue the partnership, may cancel under § 11.152 an event requiring winding up specified in § 11.057(c)(3) that arises from the sale of all or substantially all of the property of the partnership.