2005 Texas Business Organizations Code CHAPTER 154. PROVISIONS APPLICABLE TO BOTH GENERAL AND LIMITED PARTNERSHIPS

BUSINESS ORGANIZATION CODE

CHAPTER 154. PROVISIONS APPLICABLE TO BOTH GENERAL AND LIMITED 
PARTNERSHIPS

SUBCHAPTER A. PARTNERSHIP INTERESTS


	§ 154.001. NATURE OF PARTNER'S PARTNERSHIP INTEREST.  (a) 
A partner's partnership interest is personal property for all 
purposes.
	(b)  A partner's partnership interest may be community 
property under applicable law.
	(c)  A partner is not a co-owner of partnership property.                      

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.                     


	§ 154.002. TRANSFER OF INTEREST IN PARTNERSHIP PROPERTY 
PROHIBITED.  A partner does not have an interest that can be 
transferred, voluntarily or involuntarily, in partnership 
property.

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.                     

SUBCHAPTER B. PARTNERSHIP AGREEMENT


	§ 154.101. CLASS OR GROUP OF PARTNERS.  (a) A written 
partnership agreement may establish or provide for the future 
creation of additional classes or groups of one or more partners 
that have certain express relative rights, powers, and duties, 
including voting rights.  The future creation of additional classes 
or groups may be expressed in the partnership agreement or at the 
time of creation of the class or group.
	(b)  The rights, powers, or duties of a class or group of 
partners may be senior to those partners of an existing class or 
group.

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.                     


	§ 154.102. PROVISIONS RELATING TO VOTING.  A written 
partnership agreement that grants or provides for granting a right 
to vote to a partner may contain a provision relating to:
		(1)  giving notice of the time, place, or purpose of a 
meeting at which a matter is to be voted on by the partners;
		(2)  waiver of notice;                                                        
		(3)  action by consent without a meeting;                                     
		(4)  the establishment of a record date;                                      
		(5)  quorum requirements;                                                     
		(6)  voting in person or by proxy;  or                                        
		(7)  other matters relating to the exercise of the 
right to vote.           

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.                     


	§ 154.103. NOTICE OF ACTION BY CONSENT WITHOUT A 
MEETING.  (a) Prompt notice of the taking of an action under a 
partnership agreement that may be taken without a meeting by 
consent of fewer than all of the partners shall be given to a 
partner who has not given written consent to the action.
	(b)  For purposes of this section, the "taking of an action" 
includes:       
		(1)  amending the partnership agreement;  or                                  
		(2)  creating under the partnership agreement a class 
of partners that did not previously exist.

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.                     

SUBCHAPTER C. PARTNERSHIP TRANSACTIONS AND RELATIONSHIPS


	§ 154.201. BUSINESS TRANSACTIONS BETWEEN PARTNER AND 
PARTNERSHIP.  Except as otherwise provided by the partnership 
agreement, a partner may lend money to and transact other business 
with the partnership.  Subject to other applicable law, a partner 
has the same rights and obligations with respect to those matters as 
a person who is not a partner.

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.                     


	§ 154.202. EFFECT OF PARTNER CHANGE ON RELATIONSHIP 
BETWEEN PARTNERSHIP AND CREDITORS.  The relationships between a 
partnership and its creditors are not affected by the:
		(1)  withdrawal of a partner;  or                                             
		(2)  addition of a new partner.                                               

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.                     


	§ 154.203. DISTRIBUTIONS IN KIND.  (a) Except as provided 
by the partnership agreement, a partner, regardless of the nature 
of the partner's contribution, is not entitled to demand or receive 
from a partnership a distribution in any form other than cash.
	(b)  Except as provided by the partnership agreement, a 
partner may not be compelled to accept a disproportionate 
distribution of an asset in kind from a partnership to the extent 
that the percentage portion of assets distributed to the partner 
exceeds the percentage of those assets that equals the percentage 
in which the partner shares in distributions from the partnership.

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.