Sec. 153.161. LIABILITY OF GENERAL PARTNER FOR DEBT INCURRED AFTER EVENT OF WITHDRAWAL. (a) Unless otherwise provided by a written partnership agreement and subject to the liability created under Section 153.162, a general partner who ceases to be a general partner under Section 153.155 is not personally liable in the partner's capacity as a general partner for partnership debt incurred after that partner ceases to be a general partner unless the applicable creditor at the time the debt was incurred reasonably believed that the partner remained a general partner.
(b) A creditor of the partnership has reason to believe that a partner remains a general partner if:
(1) the creditor had no knowledge or notice of the general partner's withdrawal and:
(A) was a creditor of the partnership at the time of the general partner's withdrawal; or
(B) had extended credit to the partnership within two years before the date of withdrawal; or
(2) the creditor had known that the partner was a general partner in the partnership before the general partner's withdrawal and had no knowledge or notice of the withdrawal and the general partner's withdrawal had not been advertised in a newspaper of general circulation in each place at which the partnership business was regularly conducted.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Structure Texas Statutes
Chapter 153 - Limited Partnerships
Subchapter D. General Partners
Section 153.151. Admission of General Partners
Section 153.152. General Powers and Liabilities of General Partner
Section 153.153. Powers and Liabilities of Person Who Is Both General Partner and Limited Partner
Section 153.154. Contributions by and Distributions to General Partner
Section 153.155. Withdrawal of General Partner
Section 153.156. Notice of Event of Withdrawal
Section 153.157. Withdrawal of General Partner in Violation of Partnership Agreement
Section 153.158. Effect of Withdrawal
Section 153.159. Conversion of Partnership Interest After Withdrawal
Section 153.160. Effect of Conversion of Partnership Interest
Section 153.161. Liability of General Partner for Debt Incurred After Event of Withdrawal