Tex. Codes » Business Organizations Code · TITLE 4. PARTNERSHIPS · CHAPTER 151. GENERAL PROVISIONS
Texas Codes

Tex. Bus. Orgs. Code § 151.001 (2026)

Definitions

✓ current as of May 2026
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Sec. 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, implied, or oral, of the partners concerning a partnership and the partnership's affairs or business, and includes amendments to the partnership agreement. A partnership is not required to sign its partnership agreement. A partnership is bound by its partnership agreement whether or not the partnership signs the partnership agreement. A partnership agreement may provide rights to any person, including a person who is not a party to the partnership agreement, to the extent contained in the partnership agreement. A partner of a partnership or a transferee or assignee of a partnership interest is bound by the partnership agreement whether or not the partner, transferee, or assignee signs the partnership agreement. A written partnership agreement may consist of one or more agreements, instruments, or other writings and may include or incorporate one or more schedules, supplements, or other writings providing for the conduct of the business and affairs of the partnership.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Amended by:

Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 76, eff. January 1, 2006.

Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 103, eff. September 1, 2007.

Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 53, eff. September 1, 2023.

Notes of Decisions
Cited in 6 cases, 2012–2020 · leading case: JPMorgan Chase Bank, N.A. v. Prof'l Pharmacy II, 508 S.W.3d 391 (Tex. App. 2015).
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JPMorgan Chase Bank, N.A. v. Prof'l Pharmacy II, 508 S.W.3d 391 (Tex. App. 2015). “Tex. Bus. Org. Code Ann. § 151.001 (5) (West 2012) (“ ‘Partnership agreement’ means any agreement, written or oral, of the partners concerning a partnership.”
John Black v. James Redmond, 709 F. App'x 766 (5th Cir. 2017). “” Tex. Bus. Orgs. Code Ann. § 151.001 (1) (West).”
Kyle Johnson & Dionne Johnson v. Graze Out Cattle Co. (Tex. App. 2012). · cites it 2× “A “capital account” is computed by adding a partner’s original and additional cash contributions to the partnership, the agreed value of any other property originally or additionally contributed by a partner to the partnership, and allocations of partnership profits to a…”
Shannon Med. Ctr. v. Triad Holdings III, L.L.C., Individually Derivatively on Behalf of Reg'l Cancer Treatment Ctr., Ltd. (Tex. App. 2019). “SRES offered to withdraw the notice of termination if Triad, as the only other member of the 2 The Act expired in 2010; now see Title 4 of the Texas Business Organizations Code, TEX. BUS. ORGS. CODE ANN. §§ 151.001–154.”
Clinton W. (\buddy\") Pike (2020). “3d at 894; see TEX. BUS. ORGS. CODE § 152.052(a) (listing factors indicating the creation of a partnership), (b) (listing factors that alone do not indicate creation of partnership).”
Kyle Johnson & Dionne Johnson v. Graze Out Cattle Co. (Tex. App. 2012). “Tex. Bus. Orgs. Code Ann. § 151.001 (1) West Supp.”
Tex. Bus. Orgs. Code § 151.001(5): 1 case
Clinton W. (\buddy\") Pike (2020). “3d at 894; see TEX. BUS. ORGS. CODE § 152.052(a) (listing factors indicating the creation of a partnership), (b) (listing factors that alone do not indicate creation of partnership).”
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