BUSINESS ORGANIZATIONS CODE
CHAPTER 154. PROVISIONS APPLICABLE TO BOTH GENERAL AND LIMITED
PARTNERSHIPS
SUBCHAPTER A. PARTNERSHIP INTERESTS
§ 154.001. NATURE OF PARTNER'S PARTNERSHIP
INTEREST. (a) A partner's partnership interest is personal
property for all purposes.
(b) A partner's partnership interest may be community
property under applicable law.
(c) A partner is not a co-owner of partnership property.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 154.002. TRANSFER OF INTEREST IN PARTNERSHIP PROPERTY
PROHIBITED. A partner does not have an interest that can be
transferred, voluntarily or involuntarily, in partnership
property.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
SUBCHAPTER B. PARTNERSHIP AGREEMENT
§ 154.101. CLASS OR GROUP OF PARTNERS. (a) A written
partnership agreement may establish or provide for the future
creation of additional classes or groups of one or more partners
that have certain express relative rights, powers, and duties,
including voting rights. The future creation of additional classes
or groups may be expressed in the partnership agreement or at the
time of creation of the class or group.
(b) The rights, powers, or duties of a class or group of
partners may be senior to those partners of an existing class or
group.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 154.102. PROVISIONS RELATING TO VOTING. A written
partnership agreement that grants or provides for granting a right
to vote to a partner may contain a provision relating to:
(1) giving notice of the time, place, or purpose of a
meeting at which a matter is to be voted on by the partners;
(2) waiver of notice;
(3) action by consent without a meeting;
(4) the establishment of a record date;
(5) quorum requirements;
(6) voting in person or by proxy; or
(7) other matters relating to the exercise of the
right to vote.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 154.103. NOTICE OF ACTION BY CONSENT WITHOUT A
MEETING. (a) Prompt notice of the taking of an action under a
partnership agreement that may be taken without a meeting by
consent of fewer than all of the partners shall be given to a
partner who has not given written consent to the action.
(b) For purposes of this section, the "taking of an action"
includes:
(1) amending the partnership agreement; or
(2) creating under the partnership agreement a class
of partners that did not previously exist.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
SUBCHAPTER C. PARTNERSHIP TRANSACTIONS AND RELATIONSHIPS
§ 154.201. BUSINESS TRANSACTIONS BETWEEN PARTNER AND
PARTNERSHIP. Except as otherwise provided by the partnership
agreement, a partner may lend money to and transact other business
with the partnership. Subject to other applicable law, a partner
has the same rights and obligations with respect to those matters as
a person who is not a partner.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 154.202. EFFECT OF PARTNER CHANGE ON RELATIONSHIP
BETWEEN PARTNERSHIP AND CREDITORS. The relationships between a
partnership and its creditors are not affected by the:
(1) withdrawal of a partner; or
(2) addition of a new partner.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 154.203. DISTRIBUTIONS IN KIND. (a) Except as
provided by the partnership agreement, a partner, regardless of the
nature of the partner's contribution, is not entitled to demand or
receive from a partnership a distribution in any form other than
cash.
(b) Except as provided by the partnership agreement, a
partner may not be compelled to accept a disproportionate
distribution of an asset in kind from a partnership to the extent
that the percentage portion of assets distributed to the partner
exceeds the percentage of those assets that equals the percentage
in which the partner shares in distributions from the partnership.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
