Tex. Business Organizations Code § 152.503
This is the official text of Tex. Business Organizations Code § 152.503, part of Texas’s Business Organizations Code — governs the formation and operation of corporations, LLCs, and partnerships.
Not legal advice. This page reproduces the official text of a government statute for reference only. Laws change, and how a statute applies depends on your specific facts. For advice about your situation, consult a licensed attorney in your state.
§ 152.503. WRONGFUL WITHDRAWAL; LIABILITY.
Official statutory text
(a) At any time before the occurrence of an event requiring a winding up of partnership business, a partner may withdraw from the partnership and cease to be a partner as provided by Section 152.501.
(b) A partner's withdrawal is wrongful only if:
(1) the withdrawal breaches an express provision of the partnership agreement;
(2) in the case of a partnership that has a period of duration, is for a particular undertaking, or is required under its partnership agreement to wind up the partnership on occurrence of a specified event, before the expiration of the period of duration, the completion of the undertaking, or the occurrence of the event, as appropriate:
(A) the partner withdraws by express will;
(B) the partner withdraws by becoming a debtor in bankruptcy; or
(C) in the case of a partner that is not an individual, a trust other than a business trust, or an estate, the partner is expelled or otherwise withdraws because the partner wilfully dissolved or terminated; or
(3) the partner is expelled by judicial decree under Section 152.501(b)(5).
(c) In addition to other liability of the partner to the partnership or to the other partners, a wrongfully withdrawing partner is liable to the partnership and to the other partners for damages caused by the withdrawal.
(b) A partner's withdrawal is wrongful only if:
(1) the withdrawal breaches an express provision of the partnership agreement;
(2) in the case of a partnership that has a period of duration, is for a particular undertaking, or is required under its partnership agreement to wind up the partnership on occurrence of a specified event, before the expiration of the period of duration, the completion of the undertaking, or the occurrence of the event, as appropriate:
(A) the partner withdraws by express will;
(B) the partner withdraws by becoming a debtor in bankruptcy; or
(C) in the case of a partner that is not an individual, a trust other than a business trust, or an estate, the partner is expelled or otherwise withdraws because the partner wilfully dissolved or terminated; or
(3) the partner is expelled by judicial decree under Section 152.501(b)(5).
(c) In addition to other liability of the partner to the partnership or to the other partners, a wrongfully withdrawing partner is liable to the partnership and to the other partners for damages caused by the withdrawal.
Status: in_force · Read it on the official government site
Dealing with a business matter in Texas?
See all Texas Business lawyers
About this page: Statute text is reproduced from official government publishers via the
Open US Law dataset
(Vaquill AI, snapshot v2026.08, CC BY 4.0). Primary legislative text like this is public domain under the government-edicts doctrine
(Georgia v. Public.Resource.Org, 2020). We link every section back to its official source so you can verify it independently.