Tex. Bus. Orgs. Code § 153.106 · Subchapter C. LIMITED PARTNERS
ERRONEOUS BELIEF OF CONTRIBUTOR BEING LIMITED PARTNER.
Text — Current through the 89th 2nd Called Legislative Session, 2025
Except as provided by Section 153.109, a person who erroneously but in good faith believes that the person has made a contribution to and has become a limited partner in a limited partnership is not liable as a general partner or otherwise obligated because of making or attempting to make the contribution, receiving distributions from the partnership, or exercising the rights of a limited partner if, within a reasonable time after ascertaining the mistake, the person:
(1) causes an appropriate certificate of formation or certificate of amendment to be signed and filed;
(2) files or causes to be filed with the secretary of state a written statement in accordance with Section 153.107; or
(3) withdraws from participation in future profits of the enterprise by executing and filing with the secretary of state a certificate declaring the person's withdrawal under this section.
Notes and commentary — not statutory text
History
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.153.htm
- Text hash
- sha256 a6051c01fea84ba3cfbf3c1c2504dd3fa0d43506b06e4e75c3dac771c4ac944a
- 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.
Cited by 5 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 153.106. Each shows the citation as that text prints it.
Business Organizations Code
- Tex. Bus. Orgs. Code § 153.107STATEMENT REQUIRED FOR LIABILITY PROTECTION.Printed as Section 153.106(2) | Section 153.106(2), Business Organizations Code | Sections 153.106, 153.108, and 153.109
- Tex. Bus. Orgs. Code § 153.108REQUIREMENTS FOR LIABILITY PROTECTION FOLLOWING EXPIRATION OF STATEMENT.Printed as Section 153.106 | Section 153.106(1) | Section 153.106(2) | Section 153.106(3) | Sections 153.106, 153.107, and 153.109
- Tex. Bus. Orgs. Code § 153.109LIABILITY OF ERRONEOUS CONTRIBUTOR.Printed as Section 153.106 | Sections 153.106, 153.107, and 153.108
- Tex. Bus. Orgs. Code § 153.553EXECUTION OF FILINGS.Printed as Section 153.106(2)
- Tex. Bus. Orgs. Code § 153.554EXECUTION, AMENDMENT, OR CANCELLATION BY JUDICIAL ORDER.Printed as Section 153.106(2)
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.