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Texas Transaction Guide--Legal Forms
Copyright 2017, Matthew Bender & Company, Inc., a member of the LexisNexis Group.

6-33 Texas Transaction Guide--Legal Forms 33.syn


Winding Up Of Partnerships


Herbert S. Kendrick;John J. Kendrick, Jr.;and Matthew Bender's Editorial Staff.

Chapter Summary


This chapter discusses the law governing the winding up and termination of partnerships. It covers the events requiring a winding up, the procedures for liquidation and distribution, and the powers and liabilities of the partners during the winding up process, as well as procedures for continuing partnership business. This chapter also discusses notice of dissolution or termination, the possibility of continuing the partnership business following an event requiring a winding up, and federal income tax consequences of termination.

The primary statutes cited are from the Business Organizations Code.

This chapter provides forms for agreements to wind up and terminate partnerships, with provisions for disposing of partnership property and distribution to the partners, as well as an agreement for the sale of partnership assets and the partnership business as a going concern. Other forms include notices of termination and written consents necessary for continuation of a limited partnership.

Texas Transaction Guide: Legal Forms is the most comprehensive and frequently updated product of its kind. It covers the entire transaction spectrum: business entities, wills and trusts, commercial transactions, real estate transactions, and personal transactions. Each chapter provides a chapter scope note, detailed outline, research guide, legal background, practice guide, and forms with commentaries on usage. This is the only treatise that offers a complete tool kit for Texas legal transactions.


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For discussion of the relevant statutes, and transitions provisions generally, see Chapter 1A, Texas Business Organizations Code. Chapter 31, General Partnerships, and Chapter 32, Limited Partnerships, contain information as to the formation of those types of partnerships and redemption of withdrawing partners' interests, as well as references to and a brief discussion of certain aspects of winding up, such as options to purchase and buy-sell agreements.


See Dorsaneo, Texas Litigation Guide (Matthew Bender) for a detailed analysis of complex civil litigation issues, as well as procedural checklists and time-tested forms for pre-trial, trial, and appellate practice. Chapter 181 covers dissolution and accounting of partnerships.

See Current Legal Forms with Tax Analysis (Matthew Bender) for a wealth of sample forms, drafting guidance and expert legal commentary to assist in the fundamental, and often time-consuming, task of document drafting.

See Business Organizations (Matthew Bender) for information on incorporating the going business, formation and operation of the various types of business entities, and transfers of property to a controlled corporation.
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