Texas Business Organizations Code

§ 153.163 — PRESUMPTIONS FOR GENERAL PARTNERS AND OFFICERS OF CERTAIN LIMITED PARTNERSHIPS

BO § 153.163Title 4. PARTNERSHIPS · Ch. 153. LIMITED PARTNERSHIPS · Art. D. GENERAL PARTNERS

Statute text

(a)This section sets out certain presumptions concerning compliance by managerial officials with their duties, if any, to a domestic limited partnership, including any duties that pertain to transactions with interested persons.

(b)In taking or declining to take any action on any matters of a limited partnership's business, any managerial official of the limited partnership, including any director, officer, member, or other affiliate or managerial official of the general partner, is presumed to act in good faith and in compliance with:

(1)the person's duties required under this code, common law, and the partnership agreement of the partnership; and

(2)the partnership agreement of such limited partnership.

(c)Neither a limited partnership nor any of the limited partnership's partners has a cause of action against a managerial official of the limited partnership, including any director, officer, member, or other affiliate of the general partner, as a result of any act or omission in the person's capacity as a managerial official or as an officer or director or other managerial official or affiliate of the general partner unless:

(1)the claimant rebuts one or more of the presumptions established by Subsection (b); and

…

Legislative history

Added by Acts 2025, 89th Leg., R.S., Ch. 21 (S.B. 29), Sec. 23, eff. May 14, 2025.