State Codes and Statutes

Statutes > Texas > Business-organizations-code > Title-4-partnerships > Chapter-154-provisions-applicable-to-both-general-and-limited-partnerships

BUSINESS ORGANIZATIONS CODE

TITLE 4. PARTNERSHIPS

CHAPTER 154. PROVISIONS APPLICABLE TO BOTH GENERAL AND LIMITED

PARTNERSHIPS

SUBCHAPTER A. PARTNERSHIP INTERESTS

Sec. 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.

(d) Sections 9.406 and 9.408, Business & Commerce Code, do

not apply to a partnership interest in a partnership, including

the rights, powers, and interests arising under the governing

documents of the partnership or under this code. To the extent

of any conflict between this subsection and Section 9.406 or

9.408, Business & Commerce Code, this subsection controls.

It is the express intent of this subsection to permit the

enforcement, as a contract among the partners of a partnership,

of any provision of a partnership agreement that would otherwise

be ineffective under Section 9.406 or 9.408, Business &

Commerce Code.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Amended by:

Acts 2009, 81st Leg., R.S., Ch.

84, Sec. 57, eff. September 1, 2009.

Sec. 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, Sec. 1, eff. Jan. 1, 2006.

SUBCHAPTER B. PARTNERSHIP AGREEMENT

Sec. 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, Sec. 1, eff. Jan. 1, 2006.

Sec. 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, Sec. 1, eff. Jan. 1, 2006.

Sec. 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, Sec. 1, eff. Jan. 1, 2006.

SUBCHAPTER C. PARTNERSHIP TRANSACTIONS AND RELATIONSHIPS

Sec. 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, Sec. 1, eff. Jan. 1, 2006.

Sec. 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, Sec. 1, eff. Jan. 1, 2006.

Sec. 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, Sec. 1, eff. Jan. 1, 2006.

State Codes and Statutes

Statutes > Texas > Business-organizations-code > Title-4-partnerships > Chapter-154-provisions-applicable-to-both-general-and-limited-partnerships

BUSINESS ORGANIZATIONS CODE

TITLE 4. PARTNERSHIPS

CHAPTER 154. PROVISIONS APPLICABLE TO BOTH GENERAL AND LIMITED

PARTNERSHIPS

SUBCHAPTER A. PARTNERSHIP INTERESTS

Sec. 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.

(d) Sections 9.406 and 9.408, Business & Commerce Code, do

not apply to a partnership interest in a partnership, including

the rights, powers, and interests arising under the governing

documents of the partnership or under this code. To the extent

of any conflict between this subsection and Section 9.406 or

9.408, Business & Commerce Code, this subsection controls.

It is the express intent of this subsection to permit the

enforcement, as a contract among the partners of a partnership,

of any provision of a partnership agreement that would otherwise

be ineffective under Section 9.406 or 9.408, Business &

Commerce Code.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Amended by:

Acts 2009, 81st Leg., R.S., Ch.

84, Sec. 57, eff. September 1, 2009.

Sec. 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, Sec. 1, eff. Jan. 1, 2006.

SUBCHAPTER B. PARTNERSHIP AGREEMENT

Sec. 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, Sec. 1, eff. Jan. 1, 2006.

Sec. 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, Sec. 1, eff. Jan. 1, 2006.

Sec. 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, Sec. 1, eff. Jan. 1, 2006.

SUBCHAPTER C. PARTNERSHIP TRANSACTIONS AND RELATIONSHIPS

Sec. 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, Sec. 1, eff. Jan. 1, 2006.

Sec. 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, Sec. 1, eff. Jan. 1, 2006.

Sec. 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, Sec. 1, eff. Jan. 1, 2006.


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State Codes and Statutes

Statutes > Texas > Business-organizations-code > Title-4-partnerships > Chapter-154-provisions-applicable-to-both-general-and-limited-partnerships

BUSINESS ORGANIZATIONS CODE

TITLE 4. PARTNERSHIPS

CHAPTER 154. PROVISIONS APPLICABLE TO BOTH GENERAL AND LIMITED

PARTNERSHIPS

SUBCHAPTER A. PARTNERSHIP INTERESTS

Sec. 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.

(d) Sections 9.406 and 9.408, Business & Commerce Code, do

not apply to a partnership interest in a partnership, including

the rights, powers, and interests arising under the governing

documents of the partnership or under this code. To the extent

of any conflict between this subsection and Section 9.406 or

9.408, Business & Commerce Code, this subsection controls.

It is the express intent of this subsection to permit the

enforcement, as a contract among the partners of a partnership,

of any provision of a partnership agreement that would otherwise

be ineffective under Section 9.406 or 9.408, Business &

Commerce Code.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Amended by:

Acts 2009, 81st Leg., R.S., Ch.

84, Sec. 57, eff. September 1, 2009.

Sec. 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, Sec. 1, eff. Jan. 1, 2006.

SUBCHAPTER B. PARTNERSHIP AGREEMENT

Sec. 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, Sec. 1, eff. Jan. 1, 2006.

Sec. 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, Sec. 1, eff. Jan. 1, 2006.

Sec. 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, Sec. 1, eff. Jan. 1, 2006.

SUBCHAPTER C. PARTNERSHIP TRANSACTIONS AND RELATIONSHIPS

Sec. 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, Sec. 1, eff. Jan. 1, 2006.

Sec. 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, Sec. 1, eff. Jan. 1, 2006.

Sec. 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, Sec. 1, eff. Jan. 1, 2006.


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