Reference no: EM13966111

35.7 Removal of General Partner The Aztec Petroleum Corporation (Aztec) was the general partner of a limited partnership. The partnership agreement provided that it could be amended by a vote of 70 percent of the limited partnership units. More than 70 percent of these units voted to amend the partnership agreement to provide that a vote of 70 percent of the limited partnership units could remove the general partner and replace it with another general partner. Prior to this amendment, there had been no provision for the removal and substitution of a general partner. Texas law requires unanimous approval of new partners unless the partnership agreement provides otherwise.

When a vote was held, more than 70 percent of the limited partnership units voted to remove Aztec as the general partner and replace it with the MHM Company. Aztec challenged its removal. Who wins? Aztec Petroleum Corporation v. MHM Company, 703 S.W.2d 290, Web 1985 Tex. App. Lexis 12879 (Court of Appeals of Texas)

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