RELATIONSHIP BETWEEN PARTNERS AND BETWEEN PARTNERS AND PARTNERSHIPS
Sec. 152.201.ADMISSION AS PARTNER.
A person may become a partner only with the consent of all partners.
Sec. 152.202. CREDITS OF AND CHARGES TO PARTNER.
(a) Each partner is credited with an amount equal to:
(1) the cash and the value of property the partner contributes to a partnership; and
(2) the partner's share of the partnership's profits.
(b) Each partner is charged with an amount equal to:
(1) the cash and the value of other property distributed by the partnership to the partner; and
(2) the partner's share of the partnership's losses.
(c) Each partner is entitled to be credited with an equal share of the partnership's profits and is chargeable with a share of the partnership's capital or operating losses in proportion to the partner's share of the profits.
Sec. 152.203. RIGHTS AND DUTIES OF PARTNER.
(a) Each partner has equal rights in the management and conduct of the business of a partnership. A partner's right to participate in the management and conduct of the business is not community property.
(b) A partner may use or possess partnership property only on behalf of the partnership.
(c) A partner is not entitled to receive compensation for services performed for a partnership other than reasonable compensation for services rendered in winding up the business of the partnership.
(d) A partner who, in the proper conduct of the business of the partnership or for the preservation of its business or property, reasonably makes a payment or advance beyond the amount the partner agreed to contribute, or who reasonably incurs a liability, is entitled to be repaid and to receive interest from the date of the:
(1) payment or advance; or
(2) incurrence of the liability.
Sec. 152.204. GENERAL STANDARDS OF PARTNER'S CONDUCT.
(a) A partner owes to the partnership, the other partners, and a transferee of a deceased partner's partnership interest as designated in Section 152.406(a)(2):
(1) a duty of loyalty; and
(2) a duty of care.
(b) A partner shall discharge the partner's duties to the partnership and the other partners under this code or under the partnership agreement and exercise any rights and powers in the conduct or winding up of the partnership business:
(1) in good faith; and
(2) in a manner the partner reasonably believes to be in the best interest of the partnership.
(c) A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.
(d) A partner, in the partner's capacity as partner, is not a trustee and is not held to the standards of a trustee.
Sec. 152.205. PARTNER'S DUTY OF LOYALTY.
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.
Sec. 152.206. PARTNER'S DUTY OF CARE.
(a) A partner's duty of care to the partnership and the other partners is to act in the conduct and winding up of the partnership business with the care an ordinarily prudent person would exercise in similar circumstances.
(b) An error in judgment does not by itself constitute a breach of the duty of care.
(c) A partner is presumed to satisfy the duty of care if the partner acts on an informed basis and in compliance with Section 152.204(b).
Sec. 152.207. STANDARDS OF CONDUCT APPLICABLE TO PERSON WINDING UP PARTNERSHIP BUSINESS.
Sections 152.204-152.206 apply to a person winding up the partnership business as the personal or legal representative of the last surviving partner to the same extent that those sections apply to a partner.
Sec. 152.208. AMENDMENT TO PARTNERSHIP AGREEMENT.
A partnership agreement may be amended only with the consent of all partners.
Sec. 152.209. DECISION-MAKING REQUIREMENT.
(a) A difference arising in a matter in the ordinary course of the partnership business may be decided by a majority-in-interest of the partners.
(b) An act outside the ordinary course of business of a partnership may be undertaken only with the consent of all partners.
Sec. 152.210. PARTNER'S LIABILITY TO PARTNERSHIP AND OTHER PARTNERS.
A partner is liable to a partnership and the other partners for:
(1) a breach of the partnership agreement; or
(2) a violation of a duty to the partnership or other partners under this chapter that causes harm to the partnership or the other partners.
Sec. 152.211. REMEDIES OF PARTNERSHIP AND PARTNERS.
(a) A partnership may maintain an action against a partner for a breach of the partnership agreement or for the violation of a duty to the partnership causing harm to the partnership.
(b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, including an accounting of partnership business, to:
(1) enforce a right under the partnership agreement;
(2) enforce a right under this chapter, including:
(A) the partner's rights under Sections 152.201-152.209, 152.212, and 152.213;
(B) the partner's right on withdrawal to have the partner's interest in the partnership redeemed under Subchapter H or to enforce any other right under Subchapters G and H; and
(C) the partner's rights under Subchapter I;
(3) enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship; or
(4) enforce a right under Chapter 11.
(c) The accrual of and a time limitation on a right of action for a remedy under this section is governed by other applicable law.
(d) A right to an accounting does not revive a claim barred by law.
Sec. 152.212. BOOKS AND RECORDS OF PARTNERSHIP.
(a) In this section, "access" includes the opportunity to inspect and copy books and records during ordinary business hours.
(b) A partnership shall keep or make available its books and records, if any, at its chief executive office.
(c) A partnership shall make available or provide access to its books and records to a partner or an agent or attorney of a partner.
(d) The partnership shall provide a former partner or an agent or attorney of a former partner access to books and records pertaining to the period during which the former partner was a partner or for any other proper purpose with respect to another period.
(e) A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished under this section.
Sec. 152.213. INFORMATION REGARDING PARTNERSHIP.
(a) On request and to the extent just and reasonable, each partner and the partnership shall furnish complete and accurate information concerning the partnership to:
(1) a partner;
(2) the legal representative of a deceased partner or a partner who has a legal disability; or
(3) an assignee.
(b) A legal representative of a deceased partner or a partner who has a legal disability and an assignee are subject to the duties of a partner with respect to information made available.
Sec. 152.214. CERTAIN THIRD-PARTY OBLIGATIONS NOT AFFECTED.
Sections 152. 203, 152.208, and 152.209 do not limit a partnership's obligations to another person under Sections 152.301 and 152.302.