Texas Laws - Business Organizations Code (pg. 236)
Sec. 154.203. Distributions In Kind.

pg. 236

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

Sec. 154.203. DISTRIBUTIONS IN KIND. ⁽⁸⁸⁵⁴⁾(Text)

(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. ⁽⁸⁸⁵⁵⁾

(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. ⁽⁸⁸⁵⁶⁾

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. ⁽⁸⁸⁵⁷⁾

Sec. 154.204. IRREVOCABLE POWER OF ATTORNEY. ⁽⁸⁸⁵⁸⁾(Text)

(a) This section applies only to: ⁽⁸⁸⁵⁹⁾

(1) a power of attorney with respect to matters relating to the organization, internal affairs, or termination of a partnership; or ⁽⁸⁸⁶⁰⁾

(2) a power of attorney granted by: ⁽⁸⁸⁶¹⁾

(A) a person as a partner of or a transferee or assignee of a partnership interest in a partnership; or ⁽⁸⁸⁶²⁾

(B) a person seeking to become a partner of or a transferee or assignee of a partnership interest in a partnership. ⁽⁸⁸⁶³⁾

(b) A power of attorney is irrevocable for all purposes if the power of attorney: ⁽⁸⁸⁶⁴⁾

(1) is coupled with an interest sufficient in law to support an irrevocable power; and ⁽⁸⁸⁶⁵⁾

(2) states that it is irrevocable. ⁽⁸⁸⁶⁶⁾

(c) Unless otherwise provided in the power of attorney, an irrevocable power of attorney created under this section is not affected by the subsequent death, disability, incapacity, winding up, dissolution, termination of existence, or bankruptcy of, or any other event concerning, the principal. ⁽⁸⁸⁶⁷⁾

(d) A power of attorney granted to the partnership, a partner of the partnership, or any of their respective officers, directors, managers, members, partners, trustees, employees, or agents is conclusively presumed to be coupled with an interest sufficient in law to support an irrevocable power. ⁽⁸⁸⁶⁸⁾

Added by Acts 2015, 84th Leg., R.S., Ch. 23 (S.B. 859), Sec. 7, eff. September 1, 2015. ⁽⁸⁸⁶⁹⁾

TITLE 5. REAL ESTATE INVESTMENT TRUSTS ⁽⁸⁸⁷⁰⁾(Text)

CHAPTER 200. REAL ESTATE INVESTMENT TRUSTS ⁽⁸⁸⁷¹⁾(Text)

Sec. 200.001. DEFINITION. ⁽⁸⁸⁷²⁾(Text)

In this chapter, "real estate investment trust" means an unincorporated trust: ⁽⁸⁸⁷³⁾

(1) formed by one or more trust managers under this chapter and Chapter 3; and ⁽⁸⁸⁷⁴⁾

(2) managed under this chapter. ⁽⁸⁸⁷⁵⁾

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. ⁽⁸⁸⁷⁶⁾

Sec. 200.002. APPLICABILITY OF CHAPTER. ⁽⁸⁸⁷⁷⁾(Text)

(a) The provisions of Chapters 20 and 21 govern a matter to the extent that this chapter or Title 1 does not govern the matter. ⁽⁸⁸⁷⁸⁾

(b) An unincorporated trust that does not meet the requirements of this chapter is an unincorporated association. ⁽⁸⁸⁷⁹⁾

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. ⁽⁸⁸⁸⁰⁾

Sec. 200.003. CONFLICT WITH OTHER LAW. ⁽⁸⁸⁸¹⁾(Text)

In case of conflict between this chapter and Chapters 20 and 21, this chapter controls. Chapters 20 and 21 do not control over this chapter merely because a provision of Chapter 20 or 21 is more or less extensive, restrictive, or detailed than a similar provision of this chapter. ⁽⁸⁸⁸²⁾

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. ⁽⁸⁸⁸³⁾

Sec. 200.004. ULTRA VIRES ACTS. ⁽⁸⁸⁸⁴⁾(Text)

(a) Lack of capacity of a real estate investment trust may not be the basis of any claim or defense at law or in equity. ⁽⁸⁸⁸⁵⁾

(b) An act of a real estate investment trust or a transfer of property by or to a real estate investment trust is not invalid because the act or transfer was: ⁽⁸⁸⁸⁶⁾

(1) beyond the scope of the purpose or purposes of the real estate investment trust as expressed in the real estate investment trust's certificate of formation; or ⁽⁸⁸⁸⁷⁾

(2) inconsistent with a limitation on the authority of an officer or trust manager to exercise a statutory power of the real estate investment trust, as that limitation is expressed in the real estate investment trust's certificate of formation. ⁽⁸⁸⁸⁸⁾

(c) The fact that an act or transfer is beyond the scope of the expressed purpose or purposes of the real estate investment trust or is inconsistent with an expressed limitation on the authority of an officer or trust manager may be asserted in a proceeding: ⁽⁸⁸⁸⁹⁾

(1) by a shareholder against the real estate investment trust to enjoin the performance of an act or the transfer of property by or to the real estate investment trust; or ⁽⁸⁸⁹⁰⁾

(2) by the real estate investment trust, acting directly or through a receiver, trustee, or other legal representative, or through shareholders in a representative suit, against an officer or trust manager or former officer or trust manager of the real estate investment trust for exceeding that person's authority. ⁽⁸⁸⁹¹⁾

(d) If the unauthorized act or transfer sought to be enjoined under Subsection (c)(1) is being or is to be performed or made under a contract to which the real estate investment trust is a party and if each party to the contract is a party to the proceeding, the court may set aside and enjoin the performance of the contract. The court may award to the real estate investment trust or to another party to the contract, as appropriate, compensation for loss or damage resulting from the action of the court in setting aside and enjoining the performance of the contract, excluding loss of anticipated profits. ⁽⁸⁸⁹²⁾

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