Sec. 153.106. ERRONEOUS BELIEF OF CONTRIBUTOR BEING LIMITED PARTNER. 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.
Structure Texas Statutes
Chapter 153 - Limited Partnerships
Subchapter C. Limited Partners
Section 153.101. Admission of Limited Partners
Section 153.102. Liability to Third Parties
Section 153.103. Actions Not Constituting Participation in Business for Liability Purposes
Section 153.104. Enumeration of Actions Not Exclusive
Section 153.105. Creation of Rights
Section 153.106. Erroneous Belief of Contributor Being Limited Partner
Section 153.107. Statement Required for Liability Protection
Section 153.108. Requirements for Liability Protection Following Expiration of Statement
Section 153.109. Liability of Erroneous Contributor
Section 153.110. Withdrawal of Limited Partner
Section 153.111. Distribution on Withdrawal
Section 153.112. Receipt of Wrongful Distribution
Section 153.113. Powers of Estate of Limited Partner Who Is Deceased or Incapacitated