How to Dissolve a Partnership in Texas

Title: How to Dissolve a Partnership in Texas: A Comprehensive Guide


Dissolving a partnership can be a complex and challenging process, involving legal obligations and potential disputes. In the state of Texas, specific regulations and procedures must be followed to ensure a smooth dissolution. This article aims to provide a comprehensive guide on how to dissolve a partnership in Texas, covering the necessary steps and legal considerations. Additionally, a frequently asked questions (FAQs) section will address common queries regarding partnership dissolution.

I. Understanding Partnership Dissolution in Texas:

1. Partnership Dissolution Defined:
– A partnership dissolution refers to the termination of a partnership business entity, resulting in the cessation of its operations and legal existence.
– Dissolution can occur due to various reasons, including expiration of the partnership agreement, mutual agreement, death or withdrawal of a partner, or judicial intervention.

2. Legal Considerations:
– Before initiating the dissolution process, partners should review their partnership agreement to determine any specific procedures or requirements outlined.
– Partnerships that lack a formal agreement should refer to the Texas Business Organizations Code (BOC) for dissolution guidelines.

II. Steps to Dissolve a Partnership in Texas:

1. Partnership Agreement Review:
– Partners should thoroughly review the partnership agreement to identify provisions concerning dissolution, including voting requirements, notice periods, and distribution of assets and liabilities.

2. Unanimous Consent:
– If the partnership agreement requires unanimous consent, all partners must agree to dissolve the partnership voluntarily.

3. Majority Consent:
– In cases where the partnership agreement allows for majority consent, partners holding a majority interest must agree to dissolve the partnership.

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4. Written Notice:
– Partners must provide written notice to all known creditors, including suppliers, lenders, and customers, notifying them of the impending dissolution.
– This notice should include the partnership’s intent to dissolve, the anticipated dissolution date, and a contact person for any inquiries.

5. Winding Up:
– Following the notice, partners should wind up the partnership’s affairs, including settling outstanding debts and obligations, collecting receivables, and liquidating assets.
– The partnership’s assets should be used to settle liabilities, and any remaining assets should be distributed among the partners according to the partnership agreement or the BOC.

6. Termination Filing:
– Partners must file a Certificate of Termination with the Texas Secretary of State, providing relevant information such as the partnership name, dissolution date, and contact information.
– Upon acceptance of the filing, the partnership’s legal existence will be terminated, and the dissolution process will be complete.


Q1. Can a partner dissolve the partnership without the consent of the others?
A: Unless otherwise specified in the partnership agreement, unanimous consent is generally required to dissolve a partnership voluntarily.

Q2. Can a partner be held liable for partnership debts after dissolution?
A: Yes, partners can be held personally liable for partnership debts if proper steps are not taken to notify creditors and settle obligations during the dissolution process.

Q3. What happens if partners cannot agree on the distribution of assets?
A: In the absence of an agreement, Texas law specifies that assets and liabilities should be distributed equally among partners. However, partners can negotiate an alternative arrangement or seek legal intervention if necessary.

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Q4. Is it necessary to hire an attorney for partnership dissolution?
A: While not legally required, seeking legal counsel is highly recommended to ensure compliance with all legal obligations and to navigate potential disputes that may arise during the dissolution process.


Dissolving a partnership in Texas involves careful consideration of legal requirements and adherence to specific procedures. By following the steps outlined in this comprehensive guide, partners can successfully dissolve their partnership while mitigating potential complications. Remember, consulting with a legal professional can help ensure a smooth dissolution process and protect the rights and interests of all partners involved.

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