Tex. Bus. Orgs. Code § 152.709 · Subchapter I. SUPPLEMENTAL WINDING UP AND TERMINATION PROVISIONS
CANCELLATION OR REVOCATION OF EVENT REQUIRING WINDING UP; CONTINUATION OF PARTNERSHIP.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) If a partnership 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, all of the partners in the partnership may cancel under Section 11.152 an event requiring a winding up specified in Section 11.051(1) or (3), or Section 11.057(c)(1), by agreeing to continue the partnership business notwithstanding the expiration of the partnership's period of duration, the completion of the undertaking, or the occurrence of the event, as appropriate, other than the withdrawal of a partner. On reaching that agreement, the event requiring a winding up is canceled, the partnership is continued, and the partnership agreement is considered amended to provide that the expiration, the completion, or the occurrence of the event did not result in an event requiring winding up of the partnership.
(b) A continuation of the business for 90 days by the partners or those who habitually acted in the business during the partnership's period of duration or the undertaking or preceding the event, without a settlement or liquidation of the partnership business and without objection from a partner, is prima facie evidence of agreement by all partners to continue the business under Subsection (a).
(c) All of the partners of a partnership, by agreeing to continue the partnership, may cancel under Section 11.152 an event requiring winding up specified in Section 11.057(d) that arises from a request to wind up from a partner.
(d) To approve a revocation under Section 11.151 by a partnership of a voluntary decision to wind up pursuant to the express will of all the partners as specified in Section 11.057(b), prior to completion of the winding up process, all the partners must agree in writing to revoke the voluntary decision to wind up and to continue the business of the partnership.
(e) To approve a revocation under Section 11.151 by a partnership of a voluntary decision to wind up pursuant to the express will of a majority-in-interest of the partners as specified in Section 11.057(a), prior to completion of the winding up process, a majority-in-interest of the partners must agree in writing to revoke the voluntary decision to wind up and to continue the business of the partnership.
(f) All of the partners of a partnership, by agreeing to continue the partnership, may cancel under Section 11.152 an event requiring winding up specified in Section 11.057(c)(3) that arises from the sale of all or substantially all of the property of the partnership.
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. 112, eff. September 1, 2007.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.152.htm
- Text hash
- sha256 7cb0dbb71c714e78ee75e6ad74c1a19c929b6748367281cdb3c88a5b227ff6a4
- 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(1)
- Tex. Bus. Orgs. Code § 11.057SUPPLEMENTAL PROVISIONS FOR DOMESTIC GENERAL 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)
- Tex. Bus. Orgs. Code § 11.151REVOCATION OF VOLUNTARY WINDING UP.Printed as Section 11.151
- Tex. Bus. Orgs. Code § 11.152CONTINUATION OF BUSINESS WITHOUT WINDING UP.Printed as Section 11.152
Cited by 1 provision
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 152.709. Each shows the citation as that text prints it.
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