Tex.
Bus. Orgs. Code Section 153.155
Withdrawal of General Partner
(a)
A person ceases to be a general partner of a limited partnership on the occurrence of one or more of the following events of withdrawal:(1)
the general partner withdraws as a general partner from the limited partnership as provided by Subsection (b);(2)
the general partner ceases to be a general partner of the limited partnership as provided by Section 153.252 (Rights of Assignor)(b);(3)
the general partner is removed as a general partner in accordance with the partnership agreement;(4)
unless otherwise provided by a written partnership agreement, or with the written consent of all partners, the general partner:(A)
makes a general assignment for the benefit of creditors;(B)
files a voluntary bankruptcy petition;(C)
becomes the subject of an order for relief or is declared insolvent in a federal or state bankruptcy or insolvency proceeding;(D)
files a petition or answer seeking for the general partner a reorganization, arrangement, composition, readjustment, liquidation, winding up, termination, dissolution, or similar relief under law;(E)
files a pleading admitting or failing to contest the material allegations of a petition filed against the general partner in a proceeding of the type described by Paragraphs (A)-(D); or(F)
seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or a substantial part of the general partner’s properties;(5)
unless otherwise provided by a written partnership agreement or with the written consent of all partners, the expiration of:(A)
120 days after the date of the commencement of a proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under law if the proceeding has not been previously dismissed;(B)
90 days after the date of the appointment, without the general partner’s consent, of a trustee, receiver, or liquidator of the general partner or of all or a substantial part of the general partner’s properties if the appointment has not previously been vacated or stayed; or(C)
90 days after the date of expiration of a stay, if the appointment has not previously been vacated;(6)
the death of a general partner;(7)
a court adjudicating a general partner who is an individual mentally incompetent to manage the general partner’s person or property;(8)
unless otherwise provided by a written partnership agreement or with the written consent of all partners, the commencement of winding up activities intended to conclude in the termination of a trust that is a general partner, but not merely the substitution of a new trustee;(9)
unless otherwise provided by a written partnership agreement or with the written consent of all partners, the commencement of winding up activities of a separate partnership that is a general partner;(10)
unless otherwise provided by a written partnership agreement or with the written consent of all partners, the:(A)
filing of a certificate of termination or its equivalent for an entity, other than a nonfiling entity or a foreign nonfiling entity, that is a general partner; or(B)
termination or revocation of the certificate of formation or its equivalent of an entity, other than a nonfiling entity or a foreign nonfiling entity, that is a general partner and the expiration of 90 days after the date of notice to the entity of termination or revocation without a reinstatement of its certificate of formation or its equivalent; or(11)
the distribution by the fiduciary of an estate that is a general partner of the estate’s entire interest in the limited partnership.(b)
A general partner may withdraw at any time from a limited partnership and cease to be a general partner under Subsection (a) by giving written notice to the other partners.
Source:
Section 153.155 — Withdrawal of General Partner, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.153.htm#153.155 (accessed Jun. 5, 2024).
