Texas Business Organizations Code
§ 7.001 — LIMITATION OF LIABILITY OF MANAGERIAL OFFICIAL
BO § 7.001Title 1. GENERAL PROVISIONS · Ch. 7. LIABILITY
Statute text
View on source(a)Subsections (b) and (c) apply to:
(1)a domestic entity other than a partnership or limited liability company;
(2)another organization incorporated or organized under another law of this state; and
(3)to the extent permitted by federal law, a federally chartered bank, savings and loan association, or credit union.
(b)The certificate of formation or similar instrument of an organization to which this section applies may provide that a managerial official of the organization is not liable, or is liable only to the extent provided by the certificate of formation or similar instrument, to the organization or its owners or members for monetary damages for an act or omission by the managerial official in the managerial official's capacity as a managerial official.
(c)Subsection (b) does not authorize the elimination or limitation of the liability of a managerial official to the extent the managerial official is found liable under applicable law for:
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Legislative history
Acts 2013, 83rd Leg., R.S., Ch. 9 (S.B. 847), Sec. 2, eff. September 1, 2013. Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411), Sec. 16, eff. September 1, 2025.