Tex. Codes » Business Organizations Code · TITLE 4. PARTNERSHIPS · CHAPTER 153. LIMITED PARTNERSHIPS
Texas Codes

Tex. Bus. Orgs. Code § 153.102 (2026)

Liability To Third Parties

✓ current as of May 2026
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Sec. 153.102. LIABILITY TO THIRD PARTIES. (a) A limited partner is not liable for the obligations of a limited partnership unless:

(1) the limited partner is also a general partner; or

(2) in addition to the exercise of the limited partner's rights and powers as a limited partner, the limited partner participates in the control of the business.

(b) If the limited partner participates in the control of the business, the limited partner is liable only to a person who transacts business with the limited partnership reasonably believing, based on the limited partner's conduct, that the limited partner is a general partner.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Notes of Decisions
Cited in 11 cases (1 in the last 5 years), 2011–2025 · leading case: the Peterson Grp., Inc., PGI Dev. Grp., LP, & Wellington Yu v. PLTQ Lotus Grp., L.P. & Cubo Grp., L.L.C., 417 S.W.3d 46 (Tex. App. 2013).
Sort: Relevance Newest Treatment
the Peterson Grp., Inc., PGI Dev. Grp., LP, & Wellington Yu v. PLTQ Lotus Grp., L.P. & Cubo Grp., L.L.C., 417 S.W.3d 46 (Tex. App. 2013). · cites it 6× “8 Even the bankruptcy court in Adelphia, which recognized a theoretical possibility of equitable veil-piercing of limited partnerships under Delaware law, warned that “veil piercing and other equitable remedies cannot be utilized as an ‘end run’ around the proof required in…”
Reid Road Mun. Util. Dist. No. 2 v. Speedy Stop Food Stores, Ltd., 337 S.W.3d 846 (Tex. 2011). · cites it 2× “"); TEX. BUS. ORG.CODE §§ 153.102, .152.”
BJVSD Bird Fam. P'ship L.P. v. Star Elec., L.L.C. D/B/A Startex Power, 413 S.W.3d 780 (Tex. App. 2013). · cites it 3× “In a limited partnership, limited partners are not liable for the obligations of the limited partnership unless the limited partner is also a general partner or, in addition to the exercise of the limited partner’s rights and powers, it participates in the control of the…”
Ahf-Arbors at Huntsville I, LLC & Ahf-Arbors at Huntsville II, Llc v. Walker Cnty. Appraisal Dist., 410 S.W.3d 831 (Tex. 2012). · cites it 2× “Except during certain formation and termination periods, a limited liability company must have one or more "members.”
Jeffrey Leibovitz & Sequoia Frankford Springs 23, L.P. v. Sequoia Real Est. Holdings, L.P., 465 S.W.3d 331 (Tex. App. 2015). “See Tex. Bus. Orgs. Code Ann. §§ 153.102 , .152(a)(1) (West 2012); Nw.”
Volvo Constr. Equip. Rents, Inc. v. NRL Rentals, LLC, 614 F. App'x 876 (9th Cir. 2015). “See Tex. Bus. Org. Code Ann. § 153.102 (providing that a limited partner shall not be liable for the debts of a partnership unless he or she induces someone to reasonably believe that he or she is a general partner).”
the Peterson Grp., Inc., PGI Dev. Grp., LP, & Wellington Yu v. PLTQ Lotus Grp., L.P. & Cubo Grp., L.L.C. (Tex. App. 2013). · cites it 3× “TEX. BUS. ORGS. CODE ANN. § 153.102(a) (Vernon 2012); Pinebrook Props.”
in the Matter of the Marriage of Connie Due Dilick & Matthew Gerard Dilick (Tex. App. 2018). “Tex. Bus. Orgs. Code Ann. § 153.102 (a). There are two exceptions to that rule: (1) if the limited partner is also a general partner; and (2) if, in addition to the exercise of the limited partner’s rights and powers as a limited partner, the limited partner participates in the…”
In re Dilick, 550 S.W.3d 766 (Tex. App. 2018). “Tex. Bus. Orgs. Code Ann. § 153.102 (a). There are two exceptions to that rule: (1) if the limited partner is also a general partner; and (2) if, in addition to the exercise of the limited partner's rights and powers as a limited partner, the limited partner participates in the…”
Christopher F. Bertucci, as of the Est. of Anthony R. Bertucci, & Derivatively on Behalf of Am. Affordable Homes & Props., Inc.; Am. Affordable Homes, Lp; Town Vista Dev., LLC; Town Vista Terrace, Inc.; & Midcrowne Senior Slp, LLC v. Eugene L. Watkins, Jr. (Tex. 2025). “3d at 279 (holding that a limited partner owes a fiduciary duty to another limited partner when he “also takes on a nonpassive role by exercising control over the partnership in a way that justifies the recognition of such duties”); see also TEX. BUS. ORGS. CODE § 153.102…”
Ted Trout Architect & Assoc., Ltd v. Dr. Martin Basaldua (Tex. App. 2013). “Tex. Bus. Orgs. Code Ann. §153.102 (a)(1), (b) (Vernon 2012).”
Tex. Bus. Orgs. Code § 153.102(a): 4 cases
BJVSD Bird Fam. P'ship L.P. v. Star Elec., L.L.C. D/B/A Startex Power, 413 S.W.3d 780 (Tex. App. 2013). “In a limited partnership, limited partners are not liable for the obligations of the limited partnership unless the limited partner is also a general partner or, in addition to the exercise of the limited partner’s rights and powers, it participates in the control of the…”
the Peterson Grp., Inc., PGI Dev. Grp., LP, & Wellington Yu v. PLTQ Lotus Grp., L.P. & Cubo Grp., L.L.C., 417 S.W.3d 46 (Tex. App. 2013). “8 Even the bankruptcy court in Adelphia, which recognized a theoretical possibility of equitable veil-piercing of limited partnerships under Delaware law, warned that “veil piercing and other equitable remedies cannot be utilized as an ‘end run’ around the proof required in…”
Ahf-Arbors at Huntsville I, LLC & Ahf-Arbors at Huntsville II, Llc v. Walker Cnty. Appraisal Dist., 410 S.W.3d 831 (Tex. 2012). “Except during certain formation and termination periods, a limited liability company must have one or more "members.”
the Peterson Grp., Inc., PGI Dev. Grp., LP, & Wellington Yu v. PLTQ Lotus Grp., L.P. & Cubo Grp., L.L.C. (Tex. App. 2013). “TEX. BUS. ORGS. CODE ANN. § 153.102(a) (Vernon 2012); Pinebrook Props.”
Tex. Bus. Orgs. Code § 153.102(b): 3 cases
the Peterson Grp., Inc., PGI Dev. Grp., LP, & Wellington Yu v. PLTQ Lotus Grp., L.P. & Cubo Grp., L.L.C., 417 S.W.3d 46 (Tex. App. 2013). “8 Even the bankruptcy court in Adelphia, which recognized a theoretical possibility of equitable veil-piercing of limited partnerships under Delaware law, warned that “veil piercing and other equitable remedies cannot be utilized as an ‘end run’ around the proof required in…”
BJVSD Bird Fam. P'ship L.P. v. Star Elec., L.L.C. D/B/A Startex Power, 413 S.W.3d 780 (Tex. App. 2013). “In a limited partnership, limited partners are not liable for the obligations of the limited partnership unless the limited partner is also a general partner or, in addition to the exercise of the limited partner’s rights and powers, it participates in the control of the…”
the Peterson Grp., Inc., PGI Dev. Grp., LP, & Wellington Yu v. PLTQ Lotus Grp., L.P. & Cubo Grp., L.L.C. (Tex. App. 2013). “TEX. BUS. ORGS. CODE ANN. § 153.102(a) (Vernon 2012); Pinebrook Props.”
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