Tex. Bus. Orgs. Code Section 153.158
Effect of Withdrawal

(a)

Unless otherwise provided by a written partnership agreement and subject to the liability created under Section 153.162 (Liability for Wrongful Withdrawal), if a general partner ceases to be a general partner under Section 153.155 (Withdrawal of General Partner), the remaining general partner or partners, or, if there are no remaining general partners, a majority-in-interest of the limited partners in a vote that excludes any limited partnership interest held by the withdrawing general partner, may:

(1)

convert that general partner’s partnership interest to that of a limited partner; or

(2)

pay to the withdrawn general partner in cash, or secure by bond approved by a court of competent jurisdiction, the value of that partner’s partnership interest minus the damages caused if the withdrawal constituted a breach of the partnership agreement.

(b)

Until an action described by Subsection (a) is taken, the owner of the partnership interest of the withdrawn general partner has the status of an assignee under Subchapter F.

(c)

If there are no remaining general partners following the withdrawal of a general partner, the partnership may be reconstituted.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 53, eff. September 1, 2011.

Source: Section 153.158 — Effect of Withdrawal, https://statutes.­capitol.­texas.­gov/Docs/BO/htm/BO.­153.­htm#153.­158 (accessed Jun. 5, 2024).

153.001
Definition 153.002
Construction 153.003
Applicability of Other Laws 153.005
Waiver or Modification of Rights of Third Parties 153.051
Required Amendment to Certificate of Formation 153.052
Discretionary Amendment to Certificate of Formation 153.101
Admission of Limited Partners 153.102
Liability to Third Parties 153.103
Actions Not Constituting Participation in Business for Liability Purposes 153.104
Enumeration of Actions Not Exclusive 153.105
Creation of Rights 153.106
Erroneous Belief of Contributor Being Limited Partner 153.107
Statement Required for Liability Protection 153.108
Requirements for Liability Protection Following Expiration of Statement 153.109
Liability of Erroneous Contributor 153.110
Withdrawal of Limited Partner 153.111
Distribution on Withdrawal 153.112
Receipt of Wrongful Distribution 153.113
Powers of Estate of Limited Partner Who Is Deceased or Incapacitated 153.151
Admission of General Partners 153.152
General Powers and Liabilities of General Partner 153.153
Powers and Liabilities of Person Who Is Both General Partner and Limited Partner 153.154
Contributions by and Distributions to General Partner 153.155
Withdrawal of General Partner 153.156
Notice of Event of Withdrawal 153.157
Withdrawal of General Partner in Violation of Partnership Agreement 153.158
Effect of Withdrawal 153.159
Conversion of Partnership Interest After Withdrawal 153.160
Effect of Conversion of Partnership Interest 153.161
Liability of General Partner for Debt Incurred After Event of Withdrawal 153.162
Liability for Wrongful Withdrawal 153.201
Form of Contribution 153.202
Enforceability of Promise to Make Contribution 153.203
Release of Obligation to Partnership 153.204
Enforceability of Obligation 153.205
Requirements to Enforce Conditional Obligation 153.206
Allocation of Profits and Losses 153.207
Right to Distribution 153.208
Sharing of Distributions 153.209
Interim Distributions 153.210
Limitation on Distribution 153.251
Assignment of Partnership Interest 153.252
Rights of Assignor 153.253
Rights of Assignee 153.254
Liability of Assignee 153.255
Liability of Assignor 153.256
Partner’s Partnership Interest Subject to Charging Order 153.257
Exemption Laws Applicable to Partnership Interest Not Affected 153.301
Periodic Report 153.302
Form and Contents of Report 153.303
Filing Fee 153.304
Delivery of Report 153.305
Action by Secretary of State 153.306
Effect of Filing Report 153.307
Effect of Failure to File Report 153.308
Notice of Forfeiture of Right to Transact Business 153.309
Effect of Forfeiture of Right to Transact Business 153.310
Revival of Right to Transact Business 153.311
Termination of Certificate or Revocation of Registration After Forfeiture 153.312
Reinstatement of Certificate of Formation or Registration 153.351
Requirements 153.352
Applicability of Other Requirements 153.353
Law Applicable to Partners 153.401
Definitions 153.402
Standing to Bring Proceeding 153.403
Demand 153.404
Determination by Independent Persons 153.405
Stay of Proceeding 153.406
Discovery 153.407
Tolling of Statute of Limitations 153.408
Dismissal of Derivative Proceeding 153.409
Allegations After Demand Rejected 153.410
Discontinuance or Settlement 153.411
Payment of Expenses 153.412
Application to Foreign Limited Partnerships 153.413
Closely Held Limited Partnership 153.501
Cancellation or Revocation of Event Requiring Winding Up 153.502
Winding up Procedures 153.503
Powers of Person Conducting Wind up 153.504
Disposition of Assets 153.505
Approval of Reinstatement 153.551
Records 153.552
Examination of Records 153.553
Execution of Filings 153.554
Execution, Amendment, or Cancellation by Judicial Order 153.555
Permitted Transfer in Connection with Racetrack License 153.5521
Penalty for Refusal to Permit Examination of Certain Records
Green check means up to date. Up to date

Accessed:
Jun. 5, 2024

§ 153.158’s source at texas​.gov