CHAPTER 151. GENERAL PROVISIONS - Texas Statutes

BUSINESS ORGANIZATIONS CODE

TITLE 4. PARTNERSHIPS

CHAPTER 151. GENERAL PROVISIONS

Sec. 151.001. DEFINITIONS. In this title:

(1) "Capital account" means the amount computed by:

(A) adding the amount of a partner's original and additional

contributions of cash to a partnership, the agreed value of any

other property that that partner originally or additionally

contributed to the partnership, and allocations of partnership

profits to that partner; and

(B) subtracting the amount of distributions to that partner and

allocations of partnership losses to that partner.

(2) "Distribution" means a transfer of property, including cash,

from a partnership to a partner in the partner's capacity as a

partner or the partner's transferee.

(3) "Foreign limited partnership" means a partnership formed

under the laws of another state that has one or more general

partners and one or more limited partners.

(4) "Majority-in-interest," with respect to all or a specified

group of partners, means 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.

(5) "Partnership agreement" means any agreement, written or

oral, of the partners concerning a partnership.

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

Amended by:

Acts 2005, 79th Leg., Ch.

64, Sec. 76, eff. January 1, 2006.

Acts 2007, 80th Leg., R.S., Ch.

688, Sec. 103, eff. September 1, 2007.

Sec. 151.002. KNOWLEDGE OF FACT. For purposes of this title, a

person has knowledge of a fact only if the person has actual

knowledge of the fact.

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

Sec. 151.003. NOTICE OF FACT. (a) For purposes of this title,

a person has notice of a fact if the person:

(1) has knowledge of the fact;

(2) has received a communication of the fact as provided by

Subsection (c); or

(3) reasonably should have concluded, from all facts then known

to that person, that the fact exists.

(b) A person notifies or gives notice to another person of a

fact by taking actions reasonably required to inform the other

person of the fact in the ordinary course of business, regardless

of whether the other person actually has knowledge of the fact.

(c) A person is notified or receives notice of a fact when the

fact is communicated to:

(1) the person;

(2) the person's place of business; or

(3) another place held out by the person as the place for

receipt of communications.

(d) Receipt of notice by a partner of a fact relating to the

partnership is effective immediately as notice to the partnership

unless fraud against the partnership is committed by or with the

consent of the partner receiving the notice.

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

Sec. 151.004. OFFICERS. A partnership may have elected or

appointed officers in accordance with Section 3.103.

Added by Acts 2009, 81st Leg., R.S., Ch.

84, Sec. 46, eff. September 1, 2009.