Partnership Agreement for Texas
Generate a partnership agreement that complies with Texas law, with 5 mandatory clauses and 6 compliance checks built in.
What's required
Texas Business Organizations Code Compliance
Tex. BOC § 152.001 et seq. (GP); § 153.001 et seq. (LP)
Fiduciary Duties and Obligations
Tex. BOC § 152.204-152.206
Capital Contributions and Accounts
Tex. BOC § 152.106; Treas. Reg. § 1.704-1(b)
Dissolution and Winding Up
Tex. BOC § 152.401-152.501
Series LLC Availability Notice
Tex. BOC § 101.601 et seq.
What's prohibited
Complete elimination of all fiduciary duties among partners
While the Texas BOC allows modification of fiduciary duties in partnership agreements, the duty of loyalty and care cannot be entirely eliminated (Tex. BOC § 152.002(b)).
Expulsion of a partner without cause and without buyout of their interest
Expelling a partner without providing fair value for their interest may violate fiduciary duties and create claims for oppression under Texas law.
Partnership Agreement in other jurisdictions
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