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.