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Texas Business Organizations Code - BUS ORG § 153.161. Liability of General Partner for Debt Incurred After Event of Withdrawal

Current as of January 01, 2024 | Updated by FindLaw Staff

(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.

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Cite this article: FindLaw.com - Texas Business Organizations Code - BUS ORG § 153.161. Liability of General Partner for Debt Incurred After Event of Withdrawal - last updated January 01, 2024 | https://codes.findlaw.com/tx/business-organizations-code/bus-org-sect-153-161/

Read this complete Texas Business Organizations Code - BUS ORG § 153.161. Liability of General Partner for Debt Incurred After Event of Withdrawal on Westlaw. Westlaw subscription required.

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