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Texas Business Organizations Code - Section 153.161. Liability Of General Partner For Debt Incurred After Event Of Withdrawal

Legal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 153.161. Liability Of General Partner For Debt Incurred After Event Of Withdrawal

§ 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, § 1, eff. Jan. 1, 2006.                     

Last modified: August 11, 2007