Texas Business Organizations Code 153.502 – Winding Up Procedures
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(a) Except as provided by the partnership agreement, the winding up of the partnership‘s affairs shall be accomplished by:
(1) the general partners;
(2) if there are no general partners, the limited partners or a person chosen by the limited partners; or
(3) a person appointed by the court to carry out the winding up under Subsection (b).
(b) On application of a partner or a partner’s legal representative or transferee, a court, on cause shown, may wind up the limited partnership‘s affairs and, in connection with the winding up, may appoint a person to carry out the liquidation and may make all other orders, directions, and inquiries that the circumstances require.
Terms Used In Texas Business Organizations Code 153.502
- Limited partnership: means a partnership that is governed as a limited partnership under Title 4 and that has one or more general partners and one or more limited partners. 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
- 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
(c) § 11.052(a)(2) shall not be applicable to a limited partnership.