Texas Business Organizations Code 152.611 – Redemption of Transferee’s Partnership Interest
(a) A partnership must redeem the partnership interest of a transferee for its fair value if:
(1) the interest was transferred when:
(A) the partnership had a period of duration that had not yet expired;
(B) the partnership was for a particular undertaking not yet completed; or
(C) the partnership agreement provided for winding up of the partnership business on a specified event that had not yet occurred;
(2) the partnership’s period of duration has expired, the particular undertaking has been completed, or the specified event has occurred; and
(3) the transferee makes a written demand for redemption.
(b) If an agreement for the redemption price of a transferee’s interest is not reached before the 121st day after the date a written demand for redemption is made, the partnership must pay to the transferee in cash the amount the partnership estimates to be the redemption price and any accrued interest from the date of demand not later than the 30th day after the expiration of the period.
Terms Used In Texas Business Organizations Code 152.611
- Business: means a trade, occupation, profession, or other commercial activity. See Texas Business Organizations Code 1.002
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- 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
- Property: includes tangible and intangible property and an interest in that property. See Texas Business Organizations Code 1.002
- written: means an expression of words, letters, characters, numbers, symbols, figures, or other textual information that is inscribed on a tangible medium or that is stored in an electronic or other medium that is retrievable in a perceivable form. See Texas Business Organizations Code 1.002
(c) On request of the transferee, the payment required by Subsection (b) must be accompanied or followed by:
(1) a statement of partnership property and liabilities from the date of the demand for redemption;
(2) the most recent available partnership balance sheet and income statement, if any; and
(3) an explanation of the computation of the estimated payment obligation.
(d) If the payment required by Subsection (b) is accompanied by written notice that the payment is in full satisfaction of the partnership’s obligations relating to the redemption of the transferee’s interest, the payment, less interest, is the redemption price unless the transferee, not later than the first anniversary of the written notice, commences an action to determine the redemption price.