Business Organizations Code § 2.103

Sec. 2.103. POWER TO INCUR INDEBTEDNESS. (a) Unless otherwise provided by its governing documents or this code, a domestic entity may create indebtedness for any consideration the entity considers appropriate, including: (1) cash; (2) property; (3) a contract to receive property; (4) a debt or other obligation of the entity or of another person; (5) services performed or a contract for services to be performed; or (6) a direct or indirect benefit realized by the entity. (b) In the absence of fraud in the transaction, the judgment of the governing authority of a domestic entity as to the value of the consideration received by the entity for indebtedness is conclusive. (c) The consideration for the indebtedness may be received either directly or indirectly by the domestic entity, including by a domestic or foreign organization that is wholly or partially owned, directly or indirectly, by the domestic entity. (d) This section does not apply to indebtedness created by a domestic entity that is incurred by reason of the authorization or payment of a distribution. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.