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Texas · Through 89th 2nd Called Legislative Session, 2025

Tex. Business Organizations Code § 153.106: ERRONEOUS BELIEF OF CONTRIBUTOR BEING LIMITED PARTNER.

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Where this section sits in the code
  1. BUSINESS ORGANIZATIONS CODE
  2. TITLE 4. PARTNERSHIPS
  3. CHAPTER 153. LIMITED PARTNERSHIPS
  4. SUBCHAPTER C. LIMITED PARTNERS

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.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Collected 2026-08-27T01:46:58Z. Source file · JSON

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