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

Tex. Business Organizations Code § 153.254: LIABILITY OF ASSIGNEE.

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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 F. PARTNERSHIP INTEREST

(a) Until an assignee of the partnership interest in a limited partnership becomes a partner, the assignee does not have liability as a partner solely as a result of the assignment.

(b) Unless otherwise provided by a written partnership agreement, an assignee who becomes a limited partner:

(1) is liable for the obligations of the assignor to make contributions as provided by Sections 153.202-153.204;

(2) is not obligated for liabilities unknown to the assignee at the time the assignee became a limited partner and that could not be ascertained from a written partnership agreement; and

(3) is not liable for the obligations of the assignor under Sections 153. 105, 153.112, and 153.162.

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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