Tex. Codes » Business Organizations Code · TITLE 4. PARTNERSHIPS · CHAPTER 153. LIMITED PARTNERSHIPS
Texas Codes

Tex. Bus. Orgs. Code § 153.504 (2026)

Disposition Of Assets

✓ current as of May 2026
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Sec. 153.504. DISPOSITION OF ASSETS. On the winding up of a limited partnership, its assets shall be paid or transferred as follows:

(1) to the extent otherwise permitted by law, to creditors, including partners who are creditors other than solely because of the application of Section 153.207, for the payment or the making of reasonable provision for payment to satisfy the liabilities of the limited partnership;

(2) unless otherwise provided by the partnership agreement, to partners and former partners to satisfy the partnership's liability for distributions under Section 153.111 or 153.209; and

(3) unless otherwise provided by the partnership agreement, to partners first for the return of their capital and second with respect to their partnership interests, in the proportions provided by Sections 153.208(a) and (b).

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

Amended by:

Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 55, eff. September 1, 2011.

Notes of Decisions
Cited in 2 cases, 2006–2020 · leading case: Cobb Restaurants, L.L.C. v. Texas Capital Bank, N.A., 201 S.W.3d 175 (Tex. App. 2006).
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Cobb Restaurants, L.L.C. v. Texas Capital Bank, N.A., 201 S.W.3d 175 (Tex. App. 2006). · cites it 2× “See Tex. Bus. ORGS.Code Ann. § 153.504 (Vernon Pamph.”
Clinton W. (\buddy\") Pike (2020). “) (“In the event a stakeholder desires to recover for wrongs done to a legal entity, then the stakeholder must bring the suit derivatively in the name of the legal entity so that each stakeholder will be made whole if the entity obtains compensation from the wrongdoer.”
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