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Texas Business Organizations Code - Section 153.103. Actions Not Constituting Participation In Business For Liability Purposes

Legal Research Home > Texas Laws > Business Organizations Code > Texas Business Organizations Code - Section 153.103. Actions Not Constituting Participation In Business For Liability Purposes

§ 153.103. ACTIONS NOT CONSTITUTING PARTICIPATION IN 
BUSINESS FOR LIABILITY PURPOSES.  For purposes of this section and 
Sections 153.102, 153.104, and 153.105, a limited partner does not 
participate in the control of the business because the limited 
partner has or has acted in one or more of the following capacities 
or possesses or exercises one or more of the following powers:
		(1)  acting as:                                                               
			(A)  a contractor for or an agent or employee of 
the limited partnership;  
			(B)  a contractor for or an agent or employee of a 
general partner;        
			(C)  an officer, director, or stockholder of a 
corporate general partner;  
			(D)  a partner of a partnership that is a general 
partner of the limited partnership;  or
			(E)  a member or manager of a limited liability 
company that is a general partner of the limited partnership;
		(2)  acting in a capacity similar to that described in 
Subdivision (1) with any other person that is a general partner of 
the limited partnership;
		(3)  consulting with or advising a general partner on 
any matter, including the business of the limited partnership;
		(4)  acting as surety, guarantor, or endorser for the 
limited partnership, guaranteeing or assuming one or more specific 
obligations of the limited partnership, or providing collateral for 
borrowings of the limited partnership;
		(5)  calling, requesting, attending, or participating 
in a meeting of the partners or the limited partners;
		(6)  winding up the business of a limited partnership 
under Chapter 11 and Subchapter K of this chapter;
		(7)  taking an action required or permitted by law to 
bring, pursue, settle, or otherwise terminate a derivative action 
in the right of the limited partnership;
		(8)  serving on a committee of the limited partnership 
or the limited partners;  or
		(9)  proposing, approving, or disapproving, by vote or 
otherwise, one or more of the following matters:
			(A)  the dissolution or winding up of the limited 
partnership;             
			(B)  an election to reconstitute the limited 
partnership or continue the business of the limited partnership;
			(C)  the sale, exchange, lease, mortgage, 
assignment, pledge, or other transfer of, or granting of a security 
interest in, an asset of the limited partnership;
			(D)  the incurring, renewal, refinancing, or 
payment or other discharge of indebtedness by the limited 
partnership;
			(E)  a change in the nature of the business of the 
limited partnership;    
			(F)  the admission, removal, or retention of a 
general partner;            
			(G)  the admission, removal, or retention of a 
limited partner;            
			(H)  a transaction or other matter involving an 
actual or potential conflict of interest;
			(I)  an amendment to the partnership agreement or 
certificate of formation;
			(J)  if the limited partnership is qualified as an 
investment company under the federal Investment Company Act of 1940 
(15 U.S.C. Section 80a-1 et seq.), as amended, any matter required 
by that Act or the rules and regulations of the Securities and 
Exchange Commission under that Act, to be approved by the holders of 
beneficial interests in an investment company, including:
				(i)  electing directors or trustees of the 
investment company;            
				(ii)  approving or terminating an investment 
advisory or underwriting contract;
				(iii)  approving an auditor;  and                                           
				(iv)  acting on another matter that that Act 
requires to be approved by the holders of beneficial interests in 
the investment company;
			(K)  indemnification of a general partner under 
Chapter 8 or otherwise;    
			(L)  any other matter stated in the partnership 
agreement;                 
			(M)  the exercising of a right or power granted or 
permitted to limited partners under this code and not specifically 
enumerated in this section;  or
			(N)  the merger or conversion of a limited 
partnership.                    

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.                     

Last modified: August 11, 2007