Texas § 152.503 WRONGFUL WITHDRAWAL; LIABILITY.

Texas Statutes

§ 152.503 — WRONGFUL WITHDRAWAL; LIABILITY.

Texas § 152.503

Code BOBusiness Organizations Code

This text of Texas § 152.503 (WRONGFUL WITHDRAWAL; LIABILITY.) is published on Counsel Stack Legal Research, covering Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Tex. Business Organizations Code Code Ann. § 152.503 (2026).

Text

Sec. 152.503. WRONGFUL WITHDRAWAL; LIABILITY.

(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 debt

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Sec. 152.503. WRONGFUL WITHDRAWAL; LIABILITY. (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.

Legislative 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. 108, eff. September 1, 2007.