Tex. Business Organizations Code § 153.109
LIABILITY OF ERRONEOUS CONTRIBUTOR
Texas · Texas Business Organizations Code · Status: effective
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- Citation
- Tex. Business Organizations Code § 153.109, LIABILITY OF ERRONEOUS CONTRIBUTOR, Texas, version 1 as recorded 2026-07-09, yourstate.us, https://yourstate.us/provision/584104
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Full text
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.