Tex. Bus. Orgs. Code § 153.161 · Subchapter D. GENERAL PARTNERS
LIABILITY OF GENERAL PARTNER FOR DEBT INCURRED AFTER EVENT OF WITHDRAWAL.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) Unless otherwise provided by a written partnership agreement and subject to the liability created under Section 153.162, a general partner who ceases to be a general partner under Section 153.155 is not personally liable in the partner's capacity as a general partner for partnership debt incurred after that partner ceases to be a general partner unless the applicable creditor at the time the debt was incurred reasonably believed that the partner remained a general partner.
(b) A creditor of the partnership has reason to believe that a partner remains a general partner if:
(1) the creditor had no knowledge or notice of the general partner's withdrawal and:
(A) was a creditor of the partnership at the time of the general partner's withdrawal; or
(B) had extended credit to the partnership within two years before the date of withdrawal; or
(2) the creditor had known that the partner was a general partner in the partnership before the general partner's withdrawal and had no knowledge or notice of the withdrawal and the general partner's withdrawal had not been advertised in a newspaper of general circulation in each place at which the partnership business was regularly conducted.
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 b549fde13cc7fc35953c4754257dbb65856243d650bbecb7dd9f85f557c9c312
- 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
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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.