Sec. 153.155. WITHDRAWAL OF GENERAL PARTNER. (a) A person ceases to be a general partner of a limited partnership on the occurrence of one or more of the following events of withdrawal:
(1) the general partner withdraws as a general partner from the limited partnership as provided by Subsection (b);
(2) the general partner ceases to be a general partner of the limited partnership as provided by Section 153.252(b);
(3) the general partner is removed as a general partner in accordance with the partnership agreement;
(4) unless otherwise provided by a written partnership agreement, or with the written consent of all partners, the general partner:
(A) makes a general assignment for the benefit of creditors;
(B) files a voluntary bankruptcy petition;
(C) becomes the subject of an order for relief or is declared insolvent in a federal or state bankruptcy or insolvency proceeding;
(D) files a petition or answer seeking for the general partner a reorganization, arrangement, composition, readjustment, liquidation, winding up, termination, dissolution, or similar relief under law;
(E) files a pleading admitting or failing to contest the material allegations of a petition filed against the general partner in a proceeding of the type described by Paragraphs (A)-(D); or
(F) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or a substantial part of the general partner's properties;
(5) unless otherwise provided by a written partnership agreement or with the written consent of all partners, the expiration of:
(A) 120 days after the date of the commencement of a proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under law if the proceeding has not been previously dismissed;
(B) 90 days after the date of the appointment, without the general partner's consent, of a trustee, receiver, or liquidator of the general partner or of all or a substantial part of the general partner's properties if the appointment has not previously been vacated or stayed; or
(C) 90 days after the date of expiration of a stay, if the appointment has not previously been vacated;
(6) the death of a general partner;
(7) a court adjudicating a general partner who is an individual mentally incompetent to manage the general partner's person or property;
(8) unless otherwise provided by a written partnership agreement or with the written consent of all partners, the commencement of winding up activities intended to conclude in the termination of a trust that is a general partner, but not merely the substitution of a new trustee;
(9) unless otherwise provided by a written partnership agreement or with the written consent of all partners, the commencement of winding up activities of a separate partnership that is a general partner;
(10) unless otherwise provided by a written partnership agreement or with the written consent of all partners, the:
(A) filing of a certificate of termination or its equivalent for an entity, other than a nonfiling entity or a foreign nonfiling entity, that is a general partner; or
(B) termination or revocation of the certificate of formation or its equivalent of an entity, other than a nonfiling entity or a foreign nonfiling entity, that is a general partner and the expiration of 90 days after the date of notice to the entity of termination or revocation without a reinstatement of its certificate of formation or its equivalent; or
(11) the distribution by the fiduciary of an estate that is a general partner of the estate's entire interest in the limited partnership.
(b) A general partner may withdraw at any time from a limited partnership and cease to be a general partner under Subsection (a) by giving written notice to the other partners.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 122, eff. September 1, 2007.
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