The Power of Limited Partners to Remove and Replace the General Partner of a Limited Partnership

Abstract

Tackles the issue of whether some majority of partners in the context of a limited partnership may remove and replace the general partner under Texas law. Provisions within limited partnership agreements will generally determine the outcome of this question, and the author analyzes three scenarios under which this question may be decided: the limited partnership agreement may contain no removal and replacement provisions, may contain provisions which expressly permit a specified number of partners to replace the general partner, and those that contain provisions authorizing a specified majority of limited partners to amend the limited partnership agreement itself.