Tex. Bus. Orgs. Code Section 152.503
Wrongful Withdrawal; Liability

(a)

At any time before the occurrence of an event requiring a winding up of partnership business, a partner may withdraw from the partnership and cease to be a partner as provided by Section 152.501 (Events of Withdrawal).

(b)

A partner’s withdrawal is wrongful only if:

(1)

the withdrawal breaches an express provision of the partnership agreement;

(2)

in the case of a partnership that has a period of duration, is for a particular undertaking, or is required under its partnership agreement to wind up the partnership on occurrence of a specified event, before the expiration of the period of duration, the completion of the undertaking, or the occurrence of the event, as appropriate:

(A)

the partner withdraws by express will;

(B)

the partner withdraws by becoming a debtor in bankruptcy; or

(C)

in the case of a partner that is not an individual, a trust other than a business trust, or an estate, the partner is expelled or otherwise withdraws because the partner wilfully dissolved or terminated; or

(3)

the partner is expelled by judicial decree under Section 152.501 (Events of Withdrawal)(b)(5).

(c)

In addition to other liability of the partner to the partnership or to the other partners, a wrongfully withdrawing partner is liable to the partnership and to the other partners for damages caused by the withdrawal.
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. 108, eff. September 1, 2007.

Source: Section 152.503 — Wrongful Withdrawal; Liability, https://statutes.­capitol.­texas.­gov/Docs/BO/htm/BO.­152.­htm#152.­503 (accessed Jun. 5, 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
Green check means up to date. Up to date

Accessed:
Jun. 5, 2024

§ 152.503’s source at texas​.gov