2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter C. Limited Partners › Section 153.103. Actions Not Constituting Participation in Business for Liability Purposes

Sec. 153.103.  ACTIONS NOT CONSTITUTING PARTICIPATION IN BUSINESS FOR LIABILITY PURPOSES.  For purposes of this section and Sections 153.102, 153.104, and 153.105, a limited partner does not participate in the control of the business because the limited partner has or has acted in one or more of the following capacities or possesses or exercises one or more of the following powers:
(1)  acting as:
(A)  a contractor for or an officer or other agent or employee of the limited partnership;
(B)  a contractor for or an agent or employee of a general partner;
(C)  an officer, director, or stockholder of a corporate general partner;
(D)  a partner of a partnership that is a general partner of the limited partnership; or
(E)  a member or manager of a limited liability company that is a general partner of the limited partnership;
(2)  acting in a capacity similar to that described in Subdivision (1) with any other person that is a general partner of the limited partnership;
(3)  consulting with or advising a general partner on any matter, including the business of the limited partnership;
(4)  acting as surety, guarantor, or endorser for the limited partnership, guaranteeing or assuming one or more specific obligations of the limited partnership, or providing collateral for borrowings of the limited partnership;
(5)  calling, requesting, attending, or participating in a meeting of the partners or the limited partners;
(6)  winding up the business of a limited partnership under Chapter 11 and Subchapter K of this chapter;
(7)  taking an action required or permitted by law to bring, pursue, settle, or otherwise terminate a derivative action in the right of the limited partnership;
(8)  serving on a committee of the limited partnership or the limited partners; or
(9)  proposing, approving, or disapproving, by vote or otherwise, one or more of the following matters:
(A)  the winding up or termination of the limited partnership;
(B)  an election to reconstitute the limited partnership or continue the business of the limited partnership;
(C)  the sale, exchange, lease, mortgage, assignment, pledge, or other transfer of, or granting of a security interest in, an asset of the limited partnership;
(D)  the incurring, renewal, refinancing, or payment or other discharge of indebtedness by the limited partnership;
(E)  a change in the nature of the business of the limited partnership;
(F)  the admission, removal, or retention of a general partner;
(G)  the admission, removal, or retention of a limited partner;
(H)  a transaction or other matter involving an actual or potential conflict of interest;
(I)  an amendment to the partnership agreement or certificate of formation;
(J)  if the limited partnership is qualified as an investment company under the federal Investment Company Act of 1940 (15 U.S.C. Section 80a-1 et seq.), as amended, any matter required by that Act or the rules and regulations of the Securities and Exchange Commission under that Act, to be approved by the holders of beneficial interests in an investment company, including:
(i)  electing directors or trustees of the investment company;
(ii)  approving or terminating an investment advisory or underwriting contract;
(iii)  approving an auditor; and
(iv)  acting on another matter that that Act requires to be approved by the holders of beneficial interests in the investment company;
(K)  indemnification of a general partner under Chapter 8 or otherwise;
(L)  any other matter stated in the partnership agreement;
(M)  the exercising of a right or power granted or permitted to limited partners under this code and not specifically enumerated in this section; or
(N)  the merger, conversion, or interest exchange with respect to a limited partnership.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 121, eff. September 1, 2007.
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 51, eff. September 1, 2009.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 52, eff. September 1, 2011.