Tex. Bus. Orgs. Code § 153.109 · Subchapter C. LIMITED PARTNERS
LIABILITY OF ERRONEOUS CONTRIBUTOR.
Text — Current through the 89th 2nd Called Legislative Session, 2025
Regardless of whether Sections 153.106, 153.107, and 153.108 apply, a person who makes a contribution in the circumstances described by Section 153.106 is liable as a general partner to a third party who transacts business with the partnership before an action taken under Section 153.106 if:
(1) the contributor has knowledge or notice that no certificate has been filed or that the certificate inaccurately referred to the contributor as a general partner; and
(2) the third party reasonably believed, based on the contributor's conduct, that the contributor was a general partner at the time of the transaction and extended credit to the partnership in reasonable reliance on the credit of the contributor.
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 148e55450046bcafd39b88f0d46582810ec1ba91afb5ae177653a4943249e4ad
- 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
- Tex. Bus. Orgs. Code § 153.106ERRONEOUS BELIEF OF CONTRIBUTOR BEING LIMITED PARTNER.Printed as Section 153.106 | Sections 153.106, 153.107, and 153.108
- Tex. Bus. Orgs. Code § 153.107STATEMENT REQUIRED FOR LIABILITY PROTECTION.Printed as Sections 153.106, 153.107, and 153.108
- Tex. Bus. Orgs. Code § 153.108REQUIREMENTS FOR LIABILITY PROTECTION FOLLOWING EXPIRATION OF STATEMENT.Printed as Sections 153.106, 153.107, and 153.108
Cited by 3 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 153.109. Each shows the citation as that text prints it.
Business Organizations Code
- Tex. Bus. Orgs. Code § 153.106ERRONEOUS BELIEF OF CONTRIBUTOR BEING LIMITED PARTNER.Printed as Section 153.109
- Tex. Bus. Orgs. Code § 153.107STATEMENT REQUIRED FOR LIABILITY PROTECTION.Printed as Sections 153.106, 153.108, and 153.109
- Tex. Bus. Orgs. Code § 153.108REQUIREMENTS FOR LIABILITY PROTECTION FOLLOWING EXPIRATION OF STATEMENT.Printed as Sections 153.106, 153.107, and 153.109
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.