PARTNERSHIPS - GENERAL PROVISIONS
TEXAS BUSINESS ORGANIZATIONS CODE
§ 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.
§ 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.
§ 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 general 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.
A partnership may have elected or appointed officers in accordance with Section 3.103.