Sec. 153.109. LIABILITY OF ERRONEOUS CONTRIBUTOR. Regardless of whether Sections 153.106, 153.107, and 153.108 apply, a person who makes a contribution in the circumstances described by Section 153.106 is liable as a general partner to a third party who transacts business with the partnership before an action taken under Section 153.106 if:
(1) the contributor has knowledge or notice that no certificate has been filed or that the certificate inaccurately referred to the contributor as a general partner; and
(2) the third party reasonably believed, based on the contributor's conduct, that the contributor was a general partner at the time of the transaction and extended credit to the partnership in reasonable reliance on the credit of the contributor.
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