Tex. Bus. Orgs. Code § 152.801 · Subchapter J. LIMITED LIABILITY PARTNERSHIPS
LIABILITY OF PARTNER.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) Except as provided by the partnership agreement, a partner is not personally liable to any person, including a partner, directly or indirectly, by contribution, indemnity, or otherwise, for any obligation of the partnership incurred while the partnership is a limited liability partnership.
(b) Sections 2.101(1), 152.305, and 152.306 do not limit the effect of Subsection (a) in a limited liability partnership.
(c) For purposes of this section, an obligation is incurred while a partnership is a limited liability partnership if:
(1) the obligation relates to an action or omission occurring while the partnership is a limited liability partnership; or
(2) the obligation arises under a contract or commitment entered into while the partnership is a limited liability partnership.
(d) Subsection (a) does not affect:
(1) the liability of a partnership to pay its obligations from partnership property;
(2) the liability of a partner, if any, imposed by law or contract independently of the partner's status as a partner; or
(3) the manner in which service of citation or other civil process may be served in an action against a partnership.
(e) This section controls over the other parts of this chapter and the other partnership provisions regarding the liability of partners of a limited liability partnership, the chargeability of the partners for the obligations of the partnership, and the obligations of the partners regarding contributions and indemnity.
Notes and commentary — not statutory text
History
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 47, eff. September 1, 2009.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 46, eff. September 1, 2011.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.152.htm
- Text hash
- sha256 a524d0220f7a3aca742440603614713f6210dfa1babc0f4098cda6f8d9b456c1
- Composed by
- compose_tx.py 2026-10-05: the Legislative Council's chapter files read in document order; verify_tx.py's independent reading (lxml DOM walk) agrees character for character
This section cites
Provisions in this library that the text above cites, as it prints each citation. A range cited as “ss. 61.13-61.16” links its first and last provisions.
Business Organizations Code
Cited by 5 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 152.801. Each shows the citation as that text prints it.
Business Organizations Code
- Tex. Bus. Orgs. Code § 152.304NATURE OF PARTNER'S LIABILITY.Printed as Section 152.801(a)
- Tex. Bus. Orgs. Code § 152.306ENFORCEMENT OF REMEDY.Printed as Section 152.801
- Tex. Bus. Orgs. Code § 152.707SETTLEMENT OF ACCOUNTS.Printed as Section 152.304(b) or 152.801
- Tex. Bus. Orgs. Code § 152.708CONTRIBUTIONS TO DISCHARGE OBLIGATIONS.Printed as Sections 152.304(b) and 152.801
- Tex. Bus. Orgs. Code § 153.353LAW APPLICABLE TO PARTNERS.Printed as Section 152.801
Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.