Tex. Bus. Orgs. Code § 11.057 · Subchapter B. WINDING UP OF DOMESTIC ENTITY
SUPPLEMENTAL PROVISIONS FOR DOMESTIC GENERAL PARTNERSHIP.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) Unless otherwise provided by the partnership agreement, a voluntary decision to wind up a domestic general partnership, other than a partnership described by Subsection (b), requires the express will of a majority-in-interest of the partners who have not assigned their interests. A voluntary decision to wind up a partnership under this subsection may be revoked in accordance with Sections 11.151 and 152.709(e).
(b) Unless otherwise provided by the partnership agreement, a voluntary decision to wind up a domestic general partnership that has a period of duration or is for a particular undertaking, or in which the partnership agreement provides for the winding up of the partnership on occurrence of a specified event, requires the express will of all of the partners. A voluntary decision to wind up a partnership under this subsection may be revoked in accordance with Sections 11.151 and 152.709(d).
(c) An event requiring the winding up of a domestic general partnership under Section 11.051(4) includes the following:
(1) in a general partnership for a particular undertaking, the completion of the undertaking, unless otherwise provided by the partnership agreement;
(2) an event that makes it illegal for all or substantially all of the partnership business to be continued, but a cure of illegality before the 91st day after the date of notice to the general partnership of the event is effective retroactively to the date of the event for purposes of this subsection; and
(3) the sale of all or substantially all of the property of the general partnership outside the ordinary course of business, unless otherwise provided by the partnership agreement.
(d) In addition to the events specified by Subsection (c), unless otherwise provided by the partnership agreement, if a domestic general partnership does not have a period of duration, is not for a particular undertaking, and is not required under its partnership agreement to wind up the partnership on occurrence of a specified event, an event requiring winding up of the partnership under Section 11.051(4) occurs on the 60th day after the date on which the partnership receives notice of a request for winding up the partnership from a partner, other than a partner who has agreed not to withdraw, or a later date as specified by the request, unless a majority-in-interest of the partners deny the request for winding up or agree to continue the partnership. The continuation of the business by the other partners or by those who habitually acted in the business before the request, other than the partner making the request, without any settlement or liquidation of the partnership business, is prima facie evidence of an agreement to continue the partnership under this subsection.
(e) An event requiring winding up specified in Subsection (c)(1), (c)(3), or (d) may be canceled in accordance with Sections 11.152 and 152.709.
(f) "Majority-in-interest" means, with respect to all or a specified group of partners, partners who own more than 50 percent of the current percentage or other interest in the profits of the partnership that is owned by all of the partners or by the partners in the specified group, as appropriate.
Notes and commentary — not statutory text
History
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. 63, eff. September 1, 2007.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 18, eff. September 1, 2011.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.11.htm
- Text hash
- sha256 93cf6a39fd0f02e9d15267ef50ff3bcefb1caef8bfc10535dbb484f7f581fd28
- Composed by
- compose_tx.py 2026-10-05: the Legislative Council's chapter files read in document order; verify_tx.py's independent reading (lxml DOM walk) agrees character for character
This section cites
Provisions in this library that the text above cites, as it prints each citation. A range cited as “ss. 61.13-61.16” links its first and last provisions.
Business Organizations Code
- Tex. Bus. Orgs. Code § 11.051EVENT REQUIRING WINDING UP OF DOMESTIC ENTITY.Printed as Section 11.051(4)
- Tex. Bus. Orgs. Code § 11.151REVOCATION OF VOLUNTARY WINDING UP.Printed as Sections 11.151 and 152.709(d) | Sections 11.151 and 152.709(e)
- Tex. Bus. Orgs. Code § 11.152CONTINUATION OF BUSINESS WITHOUT WINDING UP.Printed as Sections 11.152 and 152.709
- Tex. Bus. Orgs. Code § 152.709CANCELLATION OR REVOCATION OF EVENT REQUIRING WINDING UP; CONTINUATION OF PARTNERSHIP.Printed as Sections 11.151 and 152.709(d) | Sections 11.151 and 152.709(e) | Sections 11.152 and 152.709
Cited by 9 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 11.057. Each shows the citation as that text prints it.
Business Organizations Code
- Tex. Bus. Orgs. Code § 11.001DEFINITIONS.Printed as Section 11.057(a)
- Tex. Bus. Orgs. Code § 101.617PROCEDURES FOR WINDING UP AND TERMINATION OF PROTECTED SERIES OR REGISTERED SERIES.Printed as Sections 11.051, 11.056, 11.057, 11.058, and 11.059
- Tex. Bus. Orgs. Code § 152.001DEFINITIONS.Printed as Section 11.051 or 11.057
- Tex. Bus. Orgs. Code § 152.002EFFECT OF PARTNERSHIP AGREEMENT; NONWAIVABLE AND VARIABLE PROVISIONS.Printed as Sections 11.057(a)
- Tex. Bus. Orgs. Code § 152.501EVENTS OF WITHDRAWAL.Printed as Section 11.057(d)
- Tex. Bus. Orgs. Code § 152.506LIABILITY OF WITHDRAWN PARTNER TO THIRD PARTY.Printed as Section 11.051 or 11.057
- Tex. Bus. Orgs. Code § 152.610DEFERRED PAYMENT ON WINDING UP PARTNERSHIP.Printed as Section 11.051 or 11.057
- Tex. Bus. Orgs. Code § 152.701EFFECT OF EVENT REQUIRING WINDING UP.Printed as Section 11.051 or 11.057
- Tex. Bus. Orgs. Code § 152.709CANCELLATION OR REVOCATION OF EVENT REQUIRING WINDING UP; CONTINUATION OF PARTNERSHIP.Printed as Section 11.057(a) | Section 11.057(b) | Section 11.057(c)(1) | Section 11.057(c)(3) | Section 11.057(d)
Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.