Texas Business Organizations Code
§ 11.057 — SUPPLEMENTAL PROVISIONS FOR DOMESTIC GENERAL PARTNERSHIP
BO § 11.057Title 1. GENERAL PROVISIONS · Ch. 11. WINDING UP AND TERMINATION OF DOMESTIC ENTITY · Art. B. WINDING UP OF DOMESTIC ENTITY
Statute text
View on source(a)Unless otherwise provided by the partnership agreement, a voluntary decision to wind up a domestic general partnership, other than a partnership described by Subsection (b), requires the express will of a majority-in-interest of the partners who have not assigned their interests. A voluntary decision to wind up a partnership under this subsection may be revoked in accordance with Sections 11.151 and 152.709(e).
(b)Unless otherwise provided by the partnership agreement, a voluntary decision to wind up a domestic general partnership that has a period of duration or is for a particular undertaking, or in which the partnership agreement provides for the winding up of the partnership on occurrence of a specified event, requires the express will of all of the partners. A voluntary decision to wind up a partnership under this subsection may be revoked in accordance with Sections 11.151 and 152.709(d).
(c)An event requiring the winding up of a domestic general partnership under Section 11.051(4) includes the following:
(1)in a general partnership for a particular undertaking, the completion of the undertaking, unless otherwise provided by the partnership agreement;
(2)an event that makes it illegal for all or substantially all of the partnership business to be continued, but a cure of illegality before the 91st day after the date of notice to the general partnership of the event is effective retroactively to the date of the event for purposes of this subsection; and
(3)the sale of all or substantially all of the property of the general partnership outside the ordinary course of business, unless otherwise provided by the partnership agreement.
…
Legislative history
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 63, eff. September 1, 2007. Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 18, eff. September 1, 2011.