Sec. 153.151. ADMISSION OF GENERAL PARTNERS. (a) After a limited partnership is formed, additional general partners may be admitted:
(1) in the manner provided by a written partnership agreement; or
(2) if a written partnership agreement does not provide for the admission of additional general partners, with the written consent of all partners.
(a-1) On formation of a limited partnership, a person becomes a general partner if the person:
(1) has entered into the partnership agreement as a general partner; and
(2) is named as a general partner in the certificate of formation of the limited partnership.
(b) A person may be a general partner unless the person lacks capacity apart from this chapter.
(c) A written partnership agreement may provide that a person may be admitted as a general partner in a limited partnership, including as a sole general partner, and may acquire a partnership interest in the limited partnership without:
(1) making a contribution to the limited partnership; or
(2) assuming an obligation to make a contribution to the limited partnership.
(d) A written partnership agreement may provide that a person may be admitted as a general partner in a limited partnership, including as the sole general partner, without acquiring a partnership interest in the limited partnership.
(e) This section is not a limitation of or does not otherwise affect Section 153.152.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 87, eff. January 1, 2006.
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 88, eff. January 1, 2006.
Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 31, eff. September 1, 2021.
Structure Texas Statutes
Chapter 153 - Limited Partnerships
Subchapter D. General Partners
Section 153.151. Admission of General Partners
Section 153.152. General Powers and Liabilities of General Partner
Section 153.153. Powers and Liabilities of Person Who Is Both General Partner and Limited Partner
Section 153.154. Contributions by and Distributions to General Partner
Section 153.155. Withdrawal of General Partner
Section 153.156. Notice of Event of Withdrawal
Section 153.157. Withdrawal of General Partner in Violation of Partnership Agreement
Section 153.158. Effect of Withdrawal
Section 153.159. Conversion of Partnership Interest After Withdrawal
Section 153.160. Effect of Conversion of Partnership Interest
Section 153.161. Liability of General Partner for Debt Incurred After Event of Withdrawal