Texas Business Organizations Code 152.801 – Liability of Partner
Current as of: 2024 | Check for updates
|
Other versions
(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.
Terms Used In Texas Business Organizations Code 152.801
- Contract: A legal written agreement that becomes binding when signed.
- Contribution: means a tangible or intangible benefit that a person transfers to an entity in consideration for an ownership interest in the entity or otherwise in the person's capacity as an owner or a member. See Texas Business Organizations Code 1.002
- Law: means , unless the context requires otherwise, both statutory and common law. See Texas Business Organizations Code 1.002
- Limited liability partnership: means a partnership governed as a limited liability partnership under Title 4. See Texas Business Organizations Code 1.002
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partner: means a limited partner or general partner. See Texas Business Organizations Code 1.002
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: means an entity governed as a partnership under Title 4. See Texas Business Organizations Code 1.002
- Person: means an individual or a corporation, partnership, limited liability company, business trust, trust, association, or other organization, estate, government or governmental subdivision or agency, or other legal entity, or a protected series or registered series of a domestic limited liability company or foreign entity. See Texas Business Organizations Code 1.002
- Property: includes tangible and intangible property and an interest in that property. See Texas Business Organizations Code 1.002
(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.