Business Organizations Code revisor's report, part 4

(3) the reason for filing the
certificate of cancellation;
(4) the future effective date or
time, which shall be a date or time certain,
of cancellation if it is not to be effective
on the filing of the certificate; and
(5) any other information
determined proper by the person filing the
certificate of cancellation.
Revisor's Note
No substantive change is intended.
[Sections 153.453-153.500 reserved for expansion]
SUBCHAPTER K. SUPPLEMENTAL WINDING UP AND TERMINATION
PROVISIONS
Revised Law
Sec. 153.501. CONTINUATION WITHOUT WINDING UP. (a) The
limited partnership may cancel an event requiring winding up as
specified in Section 11.051(1) or (3) if, not later than the 90th
day after the event, all remaining partners, or another group or
percentage of partners as specified by the partnership agreement,
agree in writing to continue the business of the limited
partnership.
(b) The limited partnership may revoke an event requiring
winding up as specified in Section 11.058(2) if:
(1) there remains at least one general partner and the
partnership agreement permits the business of the limited
partnership to be carried on by the remaining general partners
and those remaining general partners carry on the business; or
(2) not later than one year after the event, all
remaining partners, or another group or percentage of partners
specified in the partnership agreement:
(A) agree in writing to continue the business of
the limited partnership in writing; and
(B) to the extent that they desire or if there
are no remaining general partners, agree to the appointment of
one or more new general partners.
(c) The appointment of one or more new general partners
under Subsection (b)(2)(B) is effective from the date of
withdrawal.
(d) To approve a revocation under Section 11.151 by a
limited partnership of a voluntary decision to wind up as
specified in Section 11.058(1), prior to filing the certificate
of cancellation required by Section 153.451, all remaining
partners, or another group or percentage of partners as specified
by the partnership agreement, must agree in writing to revoke the
voluntary decision to wind up and continue the business of the
limited partnership. (TRLPA 8.01 (part).)