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Texas Statutes (Last Updated: January 4, 2014) |
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BUSINESS ORGANIZATIONS CODE |
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Title 4. PARTNERSHIPS |
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Chapter 152. GENERAL PARTNERSHIPS |
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Subchapter G. WITHDRAWAL OF PARTNER |
Sec. 152.503. WRONGFUL WITHDRAWAL; LIABILITY
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(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.
(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(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.