Tex.
Bus. Orgs. Code Section 7.001
Limitation of Liability of Governing Person
(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 governing person 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 person in the person’s capacity as a governing person.(c)
Subsection (b) does not authorize the elimination or limitation of the liability of a governing person to the extent the person is found liable under applicable law for:(1)
a breach of the person’s duty of loyalty, if any, to the organization or its owners or members;(2)
an act or omission not in good faith that:(A)
constitutes a breach of duty of the person to the organization; or(B)
involves intentional misconduct or a knowing violation of law;(3)
a transaction from which the person received an improper benefit, regardless of whether the benefit resulted from an action taken within the scope of the person’s duties; or(4)
an act or omission for which the liability of a governing person is expressly provided by an applicable statute.(d)
The liability of a governing person may be limited or eliminated:(1)
in a general partnership by its partnership agreement to the same extent Subsections (b) and (c) permit the limitation or elimination of liability of a governing person of an organization to which those subsections apply and to the additional extent permitted under Chapter 152 (General Partnerships);(2)
in a limited partnership by its partnership agreement to the same extent Subsections (b) and (c) permit the limitation or elimination of liability of a governing person of an organization to which those subsections apply and to the additional extent permitted under Chapter 153 (Limited Partnerships) and, to the extent applicable to limited partnerships, Chapter 152 (General Partnerships); and(3)
in a limited liability company by its certificate of formation or company agreement to the same extent Subsections (b) and (c) permit the limitation or elimination of liability of a governing person of an organization to which those subsections apply and to the additional extent permitted under Section 101.401 (Expansion or Restriction of Duties and Liabilities).
Source:
Section 7.001 — Limitation of Liability of Governing Person, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.7.htm#7.001 (accessed Jun. 5, 2024).
