Texas Business Organizations Code
Sec. § 11.058
Supplemental Provision for Limited Partnership


(a)

A voluntary decision to wind up a domestic limited partnership requires the written consent of all partners in the limited partnership unless otherwise provided by the partnership agreement. The voluntary decision to wind up may be revoked in accordance with Sections 11.151 (Revocation of Voluntary Winding up) and 153.501 (Cancellation or Revocation of Event Requiring Winding Up; Continuation of Business)(d).

(b)

An event of withdrawal of a general partner of a domestic limited partnership is an event requiring winding up under Section 11.051 (Event Requiring Winding up of Domestic Entity)(4) unless otherwise provided by the partnership agreement. The event requiring winding up specified in this subsection may be canceled in accordance with Sections 11.152 (Continuation of Business Without Winding up)(a) and 153.501 (Cancellation or Revocation of Event Requiring Winding Up; Continuation of Business)(b).

(c)

An event requiring winding up of a limited partnership under Section 11.051 (Event Requiring Winding up of Domestic Entity)(4) includes when there are no limited partners in the limited partnership. The event requiring winding up specified in this subsection may be canceled in accordance with Sections 11.152 (Continuation of Business Without Winding up)(a) and 153.501 (Cancellation or Revocation of Event Requiring Winding Up; Continuation of Business)(e).
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 64, eff. September 1, 2007.
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Last accessed
May. 25, 2020