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Texas Laws | Business Organizations Code
BUSINESS ORGANIZATIONS CODE
TITLE 4. PARTNERSHIPS

(B) subtracting the amount of distributions to that partner and allocations of partnership losses to that partner. (7381)

(2) "Distribution" means a transfer of property, including cash, from a partnership to a partner in the partner's capacity as a partner or the partner's transferee. (7382)

(3) "Foreign limited partnership" means a partnership formed under the laws of another state that has one or more general partners and one or more limited partners. (7383)

(4) "Majority-in-interest," with respect to all or a specified group of partners, means partners who own more than 50 percent of the current percentage or other interest in the profits of the partnership that is owned by all of the partners or by the partners in the specified group, as appropriate. (7384)

(5) "Partnership agreement" means any agreement, written or oral, of the partners concerning a partnership. (7385)

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. (7386)

Amended by: (7387)

Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 76, eff. January 1, 2006. (7388)

Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 103, eff. September 1, 2007. (7389)

Sec. 151.002. KNOWLEDGE OF FACT. (7390)(Text)

For purposes of this title, a person has knowledge of a fact only if the person has actual knowledge of the fact. (7391)

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. (7392)

Sec. 151.003. NOTICE OF FACT. (7393)(Text)

(a) For purposes of this title, a person has notice of a fact if the person: (7394)

(1) has knowledge of the fact; (7395)

(2) has received a communication of the fact as provided by Subsection (c); or (7396)

(3) reasonably should have concluded, from all facts then known to that person, that the fact exists. (7397)

(b) A person notifies or gives notice to another person of a fact by taking actions reasonably required to inform the other person of the fact in the ordinary course of business, regardless of whether the other person actually has knowledge of the fact. (7398)

(c) A person is notified or receives notice of a fact when the fact is communicated to: (7399)

(1) the person; (7400)

(2) the person's place of business; or (7401)

(3) another place held out by the person as the place for receipt of communications. (7402)

(d) Receipt of notice by a general partner of a fact relating to the partnership is effective immediately as notice to the partnership unless fraud against the partnership is committed by or with the consent of the partner receiving the notice. (7403)

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. (7404)

Amended by: (7405)

Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 41, eff. September 1, 2011. (7406)

Sec. 151.004. OFFICERS. (7407)(Text)

A partnership may have elected or appointed officers in accordance with Section 3.103. (7408)

Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 46, eff. September 1, 2009. (7409)

CHAPTER 152. GENERAL PARTNERSHIPS (7410)(Text)

Sec. 152.001. DEFINITIONS. (7411)(Text)

In this chapter: (7412)

(1) "Event of withdrawal" or "withdrawal" means an event specified by Section 152.501(b). (7413)

(2) "Event requiring a winding up" means an event specified by Section 11.051 or 11.057. (7414)

(3) "Foreign limited liability partnership" means a partnership that: (7415)

(A) is foreign; and (7416)

(B) has the status of a limited liability partnership pursuant to the laws of the jurisdiction of formation. (7417)

(4) "Other partnership provisions" means the provisions of Chapters 151 and 154 and Title 1 to the extent applicable to partnerships. (7418)

(5) "Transfer" includes: (7419)

(A) an assignment; (7420)

(B) a conveyance; (7421)

(C) a lease; (7422)

(D) a mortgage; (7423)

(E) a deed; (7424)

(F) an encumbrance; and (7425)

(G) the creation of a security interest. (7426)

(6) "Withdrawn partner" means a partner with respect to whom an event of withdrawal has occurred. (7427)

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. (7428)

Sec. 152.002. EFFECT OF PARTNERSHIP AGREEMENT; NONWAIVABLE AND VARIABLE PROVISIONS. (7429)(Text)

(a) Except as provided by Subsection (b), a partnership agreement governs the relations of the partners and between the partners and the partnership. To the extent that the partnership agreement does not otherwise provide, this chapter and the other partnership provisions govern the relationship of the partners and between the partners and the partnership. (7430)

(b) A partnership agreement or the partners may not: (7431)

(1) unreasonably restrict a partner's right of access to books and records under Section 152.212; (7432)

(2) eliminate the duty of loyalty under Section 152.205, except that the partners by agreement may identify specific types of activities or categories of activities that do not violate the duty of loyalty if the types or categories are not manifestly unreasonable; (7433)

(3) eliminate the duty of care under Section 152.206, except that the partners by agreement may determine the standards by which the performance of the obligation is to be measured if the standards are not manifestly unreasonable; (7434)

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