The section presumes certain managerial officials of a domestic limited partnership act in good faith and in compliance with their duties when they decide to act or not act on partnership business.
Sec. 153.163. PRESUMPTIONS FOR GENERAL PARTNERS AND OFFICERS OF CERTAIN LIMITED PARTNERSHIPS. (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 (2) it is proven by the claimant that: (A) the act or omission of the managerial official or any director, officer, member, or other affiliate or managerial official of the general partner constituted a breach of one or more of the person's duties as a general partner, director, or officer to the extent the duty has not been modified or eliminated by the partnership agreement as permitted by this chapter; and (B) the breach involved fraud, intentional misconduct, an ultra vires act, or a knowing violation of law. (d) The presumptions established by this section: (1) are in addition to any legal presumption arising under common law or this code, in favor of any general partner or member or managerial official of a general partner to which this section applies; and (2) do not abrogate, preempt, or lessen any other defense, presumption, immunity, or privilege under other constitutional, statutory, case, or common law or rule provisions, in favor of any managerial official of any domestic entity, including any limited partnership to which this section does not apply. (e) In alleging fraud, intentional misconduct, an ultra vires act, or a knowing violation of the law under Subsection (c)(2)(B), a party must state with particularity the circumstances constituting the fraud, intentional misconduct, ultra vires act, or knowing violation of law. (f) This section does not limit the effectiveness or applicability of a provision contained in the partnership agreement of a partnership limiting monetary liability of a managerial official. Added by Acts 2025, 89th Leg., R.S., Ch. 21 (S.B. 29), Sec. 23, eff. May 14, 2025. SUBCHAPTER E. FINANCES