What Is the Statute of Limitations for LLC Debts in Texas?
Texas does not establish a separate statute of limitations for LLC debts. Instead, LLC obligations are governed by the same statutes of limitations that apply to all contract and debt claims under Texas law. Written contracts have a four-year limitation period under Tex. Civ. Prac. & Rem. Code § 16.051. Oral contracts have a two-year limitation period under the same statute. The clock starts when the debt becomes due or when the creditor discovers the breach.
Debt Type Determines the Timeline
Written Contracts and Promissory Notes
Debts evidenced by written contracts—including promissory notes, loan agreements, and written service contracts—must be sued on within four years under Tex. Civ. Prac. & Rem. Code § 16.051. This applies whether the creditor sues the LLC directly or pursues a member who guaranteed the obligation.
Oral Contracts and Open Accounts
Oral contract debts and open account balances carry a two-year statute of limitations under § 16.051. This applies to informal lending arrangements and vendor credit lines without written documentation. Creditors must file suit within two years of the last charge or payment on the account.
Personal Injury and Property Damage
Claims arising from LLC negligence or property damage have a two-year deadline under Tex. Civ. Prac. & Rem. Code § 16.003. This applies to third-party injury claims against the LLC.
LLC Structure Does Not Change Deadlines
Whether your LLC is member-managed or manager-managed, single-member or multi-member, the statute of limitations for creditor claims remains unchanged. Texas law applies uniformly across all business structures.
Member Liability Protection
Members benefit from charging order protection under Tex. Bus. Org. Code § 101.112, which limits a creditor's remedy to a charging order rather than direct attachment of membership interests. However, this does not extend the statute of limitations on the LLC's debts themselves.
Judgment Enforcement
Once a creditor obtains a judgment against your LLC, that judgment itself has a ten-year enforcement period under Tex. Civ. Prac. & Rem. Code § 34.001, which is separate from the underlying debt's statute of limitations.
Next Steps
Identify the debt type to establish the correct limitations period. Consult a Texas business attorney to evaluate your specific debt situation and any available defenses.
This is general information, not legal advice.