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Current as of January 01, 2024 | Updated by Findlaw Staff
(a) Unless otherwise provided by a written partnership agreement and subject to the liability created under Section 153.162, if a general partner ceases to be a general partner under Section 153.155, the remaining general partner or partners, or, if there are no remaining general partners, a majority-in-interest of the limited partners in a vote that excludes any limited partnership interest held by the withdrawing general partner, may:
(1) convert that general partner's partnership interest to that of a limited partner; or
(2) pay to the withdrawn general partner in cash, or secure by bond approved by a court of competent jurisdiction, the value of that partner's partnership interest minus the damages caused if the withdrawal constituted a breach of the partnership agreement.
(b) Until an action described by Subsection (a) is taken, the owner of the partnership interest of the withdrawn general partner has the status of an assignee under Subchapter F. 1
(c) If there are no remaining general partners following the withdrawal of a general partner, the partnership may be reconstituted.
Cite this article: FindLaw.com - Texas Business Organizations Code - BUS ORG § 153.158. Effect of Withdrawal - last updated January 01, 2024 | https://codes.findlaw.com/tx/business-organizations-code/bus-org-sect-153-158/
FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature before relying on it for your legal needs.
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