Texas Business Organizations Code 152.205 – Partner’s Duty of Loyalty
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Terms Used In Texas Business Organizations Code 152.205
- Business: means a trade, occupation, profession, or other commercial activity. See Texas Business Organizations Code 1.002
- Partner: means a limited partner or general partner. See Texas Business Organizations Code 1.002
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: means an entity governed as a partnership under Title 4. See Texas Business Organizations Code 1.002
- Person: means an individual or a corporation, partnership, limited liability company, business trust, trust, association, or other organization, estate, government or governmental subdivision or agency, or other legal entity, or a protected series or registered series of a domestic limited liability company or foreign entity. See Texas Business Organizations Code 1.002
- Property: includes tangible and intangible property and an interest in that property. See Texas Business Organizations Code 1.002
A partner‘s duty of loyalty includes:
(1) accounting to and holding for the partnership property, profit, or benefit derived by the partner:
(A) in the conduct and winding up of the partnership business; or
(B) from use by the partner of partnership property;
(2) refraining from dealing with the partnership on behalf of a person who has an interest adverse to the partnership; and
(3) refraining from competing or dealing with the partnership in a manner adverse to the partnership.