Texas § 21.223 LIMITATION OF LIABILITY FOR OBLIGATIONS.

Texas Statutes

§ 21.223 — LIMITATION OF LIABILITY FOR OBLIGATIONS.

Texas § 21.223

Code BOBusiness Organizations Code

This text of Texas § 21.223 (LIMITATION OF LIABILITY FOR OBLIGATIONS.) is published on Counsel Stack Legal Research, covering Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Tex. Business Organizations Code Code Ann. § 21.223 (2026).

Text

Sec. 21.223. LIMITATION OF LIABILITY FOR OBLIGATIONS.

(a)A holder of shares, an owner of any beneficial interest in shares, or a subscriber for shares whose subscription has been accepted, or any affiliate of such a holder, owner, or subscriber or of the corporation, may not be held liable to the corporation or its obligees with respect to:

(1)the shares, other than the obligation to pay to the corporation the full amount of consideration, fixed in compliance with Sections 21.157-21.162, for which the shares were or are to be issued;

(2)any contractual obligation of the corporation or any matter relating to or arising from the obligation on the basis that the holder, beneficial owner, subscriber, or affiliate is or was the alter ego of the corporation or on the basis of actual or constr

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Sec. 21.223. LIMITATION OF LIABILITY FOR OBLIGATIONS. (a) A holder of shares, an owner of any beneficial interest in shares, or a subscriber for shares whose subscription has been accepted, or any affiliate of such a holder, owner, or subscriber or of the corporation, may not be held liable to the corporation or its obligees with respect to:
(1) the shares, other than the obligation to pay to the corporation the full amount of consideration, fixed in compliance with Sections 21.157-21.162, for which the shares were or are to be issued;
(2) any contractual obligation of the corporation or any matter relating to or arising from the obligation on the basis that the holder, beneficial owner, subscriber, or affiliate is or was the alter ego of the corporation or on the basis of actual or constructive fraud, a sham to perpetrate a fraud, or other similar theory; or
(3) any obligation of the corporation on the basis of the failure of the corporation to observe any corporate formality, including the failure to:
(A) comply with this code or the certificate of formation or bylaws of the corporation; or
(B) observe any requirement prescribed by this code or the certificate of formation or bylaws of the corporation for acts to be taken by the corporation or its directors or shareholders.
(b) Subsection (a)(2) does not prevent or limit the liability of a holder, beneficial owner, subscriber, or affiliate if the obligee demonstrates that the holder, beneficial owner, subscriber, or affiliate caused the corporation to be used for the purpose of perpetrating and did perpetrate an actual fraud on the obligee primarily for the direct personal benefit of the holder, beneficial owner, subscriber, or affiliate.

Primexx Energy Opportunity Fund, LP and Primexx Energy Opportunity Fund II, LP v. Primexx Energy Corporation, M. Christopher Doyle, Angelo Acconcia, Blackstone Inc., Blackstone Holdings III LP, Blackstone EMA II LLC, BMA VII LLC, Blackstone Energy Management Associates II LLC, Blackstone Energy Partners II LP, Blackstone Management Associates VII LLC, Blackstone Capital Partners VII LP, BCP VII/BEP II Holdings Manager LLC, BX Primexx Topco LLC, and BPP Holdco LLC

(Court of Appeals of Texas, 2025)

Pelco Construction Company v. Chambers County, Texas, Kurt Amundson, and Amundson Consulting, Inc.

(Court of Appeals of Texas, 2015)

Carey Ebert v. Michael Gustin

(Fifth Circuit, 2019)

Certified Value, Inc. D/B/A Kidsteam and John Hampton v. Infinite Play Co.

(Court of Appeals of Texas, 2021)

Austin Capital Collision, LLC// Barbara Pampalone v. Barbara Pampalone// Cross-Appellee, Austin Capital Collision, LLC and Eric Hinojosa

(Court of Appeals of Texas, 2015)

Legislative History

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. 74, eff. September 1, 2007.