Partnership Agreement for Texas
Generate a partnership agreement that complies with Texas law — with 5 mandatory clauses and 8 compliance checks built in.
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Key legal considerations
You are generating a partnership agreement governed by Texas law. KEY TEXAS SPECIFICS: (1) Texas partnerships are governed by the Business Organizations Code (BOC) Title 4. (2) Partners owe fiduciary duties of loyalty and care under Tex. BOC § 152.204-152.206 — these can be modified but not eliminated. (3) Texas uniquely allows Series LLCs (Tex. BOC § 101.601) which can be an alternative structure for multi-venture partnerships. (4) Texas is a COMMUNITY PROPERTY state — partnership interests acquired during marriage may be community property, requiring spousal considerations. (5) Texas does not have a state income tax, but partnerships must file state franchise tax returns. (6) Dissolution follows Tex. BOC § 152.401 with assets distributed to creditors first, then capital returns, then remaining assets. (7) Mandatory arbitration clauses are generally enforceable in Texas.
What's required
Mandatory clauses for a valid partnership agreement under Texas law.
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
Terms and provisions that are void or unenforceable under Texas law.
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)).
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.
Tex. BOC § 152.204–152.206
Legal references
Key statutes and regulations that govern partnership agreements in Texas.
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Texas Business Organizations Code — Partnerships
Tex. BOC Title 4 (Chapters 151–154)
Primary Texas statute governing general and limited partnerships, including formation, duties, dissolution, and winding up.
Texas Series LLC Statute
Tex. BOC § 101.601 et seq.
Authorizes the formation of Series LLCs in Texas, allowing separate series with distinct assets, liabilities, and management.
Partner Fiduciary Duties
Tex. BOC § 152.204–152.206
Defines the fiduciary duties of loyalty and care owed by partners in a Texas general partnership.
Revised Uniform Partnership Act (as adopted in Texas)
RUPA (1997); Tex. BOC Title 4
Texas adopted RUPA principles into the Business Organizations Code, providing the foundation for partnership law.
Revised Uniform Partnership Act
RUPA (1997)
Model act adopted by most states governing partnership formation, operation, and dissolution.
Compliance checklist
Automated compliance checks for every Texas partnership agreement.
BOC compliance established
criticalFiduciary duties addressed
criticalCapital contributions defined
criticalProfit and loss sharing specified
critical
+4 more compliance checks
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Frequently asked questions
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