Tex. Bus. Orgs. Code Section 152.607
Demand or Payment of Estimated Redemption


(a)

If a deferred payment is not authorized under Section 152.608 (Deferred Payment on Wrongful Withdrawal) and an agreement on the redemption price of a withdrawn partner’s interest is not reached before the 121st day after the date a written demand for payment is made by either party, not later than the 30th day after the expiration of the period, the partnership shall:

(1)

pay to the withdrawn partner in cash the amount the partnership estimates to be the redemption price and any accrued interest, reduced by any setoffs and accrued interest under Section 152.604 (Setoff for Certain Damages); or

(2)

make written demand for payment of its estimate of the amount owed by the withdrawn partner to the partnership, minus any amount owed to the withdrawn partner by the partnership.

(b)

If a deferred payment is authorized under Section 152.608 (Deferred Payment on Wrongful Withdrawal) or a contribution or other amount is owed by the withdrawn partner to the partnership, the partnership may offer in writing to pay, or deliver a written statement of demand for, the amount it estimates to be the net amount owed, stating the amount and other terms of the obligation.

(c)

On request of the other party, the payment, tender, offer, or demand required or allowed by Subsection (a) or (b) must be accompanied or followed promptly by:

(1)

if payment, tender, offer, or demand is made or delivered by the partnership, a statement of partnership property and liabilities from the date of the partner’s withdrawal and the most recent available partnership balance sheet and income statement, if any; and

(2)

an explanation of the computation of the estimated payment obligation.

(d)

The terms of a payment, tender, offer, or demand under Subsection (a) or (b) govern a redemption if:

(1)

accompanied by written notice that:

(A)

the payment or tendered amount, if made, fully satisfies a party’s obligations relating to the redemption of the withdrawn partner’s partnership interest; and

(B)

an action to determine the redemption price, a contribution obligation or setoff under Section 152.603 (Contribution Obligation) or 152.604 (Setoff for Certain Damages), or other terms of the redemption obligation must be commenced not later than the first anniversary of the later of:
(i)
the date on which the written notice is given; or
(ii)
the date on which the information required by Subsection (c) is delivered; and

(2)

the party receiving the payment, tender, offer, or demand does not commence an action in the period described by Subdivision (1)(B).
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Source: Section 152.607 — Demand or Payment of Estimated Redemption, https://statutes.­capitol.­texas.­gov/Docs/BO/htm/BO.­152.­htm#152.­607 (accessed Apr. 20, 2024).

152.001
Definitions
152.002
Effect of Partnership Agreement
152.003
Supplemental Principles of Law
152.004
Rule of Statutory Construction Not Applicable
152.005
Applicable Interest Rate
152.051
Partnership Defined
152.052
Rules for Determining if Partnership Is Created
152.053
Qualifications to Be Partner
152.054
False Representation of Partnership or Partner
152.055
Authority of Certain Professionals to Create Partnership
152.056
Partnership as Entity
152.101
Nature of Partnership Property
152.102
Classification as Partnership Property
152.201
Admission as Partner
152.202
Credits of and Charges to Partner
152.203
Rights and Duties of Partner
152.204
General Standards of Partner’s Conduct
152.205
Partner’s Duty of Loyalty
152.206
Partner’s Duty of Care
152.207
Standards of Conduct Applicable to Person Winding up Partnership Business
152.208
Amendment to Partnership Agreement
152.209
Decision-making Requirement
152.210
Partner’s Liability to Partnership and Other Partners
152.211
Remedies of Partnership and Partners
152.212
Books and Records of Partnership
152.213
Information Regarding Partnership
152.214
Certain Third-party Obligations Not Affected
152.301
Partner as Agent
152.302
Binding Effect of Partner’s Action
152.303
Liability of Partnership for Conduct of Partner
152.304
Nature of Partner’s Liability
152.305
Remedy
152.306
Enforcement of Remedy
152.307
Extension of Credit in Reliance on False Representation
152.308
Partner’s Partnership Interest Subject to Charging Order
152.401
Transfer of Partnership Interest
152.402
General Effect of Transfer
152.403
Effect of Transfer on Transferor
152.404
Rights and Duties of Transferee
152.405
Power to Effect Transfer or Grant of Security Interest
152.406
Effect of Death or Divorce on Partnership Interest
152.501
Events of Withdrawal
152.502
Effect of Event of Withdrawal on Partnership and Other Partners
152.503
Wrongful Withdrawal
152.504
Withdrawn Partner’s Power to Bind Partnership
152.505
Effect of Withdrawal on Partner’s Existing Liability
152.506
Liability of Withdrawn Partner to Third Party
152.0551
Partnerships Formed by Physicians and Physician Assistants
152.601
Redemption if Partnership Not Wound up
152.602
Redemption Price
152.603
Contribution Obligation
152.604
Setoff for Certain Damages
152.605
Accrual of Interest
152.606
Indemnification of Withdrawn Partner
152.607
Demand or Payment of Estimated Redemption
152.608
Deferred Payment on Wrongful Withdrawal
152.609
Action to Determine Terms of Redemption
152.610
Deferred Payment on Winding up Partnership
152.611
Redemption of Transferee’s Partnership Interest
152.612
Action to Determine Transferee’s Redemption Price
152.701
Effect of Event Requiring Winding up
152.702
Persons Eligible to Wind up Partnership Business
152.703
Rights and Duties of Person Winding up Partnership Business
152.704
Binding Effect of Partner’s Action After Event Requiring Winding up
152.705
Partner’s Liability to Other Partners After Event Requiring Winding up
152.706
Disposition of Assets
152.707
Settlement of Accounts
152.708
Contributions to Discharge Obligations
152.709
Cancellation or Revocation of Event Requiring Winding Up
152.710
Reinstatement
152.801
Liability of Partner
152.802
Registration
152.803
Name
152.805
Limited Partnership
152.806
Annual Report
152.901
General
152.902
Name
152.903
Activities Not Constituting Transacting Business
152.904
Registered Agent and Registered Office
152.905
Registration Procedure
152.906
Withdrawal of Registration
152.907
Effect of Certificate of Withdrawal
152.908
Renewal of Registration
152.909
Action by Secretary of State
152.910
Effect of Failure to Register
152.911
Amendment
152.912
Execution of Application for Amendment
152.913
Execution of Statement of Change of Registered Office or Registered Agent
152.914
Revocation of Registration by Secretary of State

Accessed:
Apr. 20, 2024

§ 152.607’s source at texas​.gov