Tex. Business Organizations Code § 153.161
This is the official text of Tex. Business Organizations Code § 153.161, part of Texas’s Business Organizations Code — governs the formation and operation of corporations, LLCs, and partnerships.
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§ 153.161. LIABILITY OF GENERAL PARTNER FOR DEBT INCURRED AFTER EVENT OF WITHDRAWAL.
Official statutory text
(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.
(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.
Status: in_force · Read it on the official government site
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