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Texas Statutes (Last Updated: January 4, 2014) |
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BUSINESS ORGANIZATIONS CODE |
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Title 4. PARTNERSHIPS |
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Chapter 152. GENERAL PARTNERSHIPS |
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Subchapter J. LIMITED LIABILITY PARTNERSHIPS |
Sec. 152.801. LIABILITY OF PARTNER
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(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.
(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.