Law:Title 4. Partnerships from Chapter 154. Provisions Applicable To Both General And Limited Partnerships (Texas)

From Law Delta

Revision as of 20:59, 28 September 2011 by Admin (Talk | contribs)
(diff) ← Older revision | Latest revision (diff) | Newer revision → (diff)
Jump to: navigation, search


Contents

Chapter 154. Provisions Applicable To Both General And Limited Partnerships

Subchapter A. Partnership Interests

Section  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.



Section  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

Section  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.



Section  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.



Section  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

Section  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.



Section  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.



Section  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.


Personal tools
Laws
Variants
Actions
Navigation
Toolbox