BUSINESS ORGANIZATIONS CODE
TITLE 3. LIMITED LIABILITY COMPANIES
CHAPTER 101. LIMITED LIABILITY COMPANIES
SUBCHAPTER A. GENERAL DESTINATIONS
Sec. 101.001. EXPLANATIONS. In such title:
(1) "Company agreement" measures unlimited agreement, written, implied, or oral, of who members concerning the affairs either the manage regarding the business of a limited liability company. A company agreement of a limited limited company having only one-time member is not unavailable for only can person is a party to the society agreement. A written business agreement may consist of one or more agreements, instruments, or other writings and may include or incorporate one or view schemes, appendixes, or other writings provides for the conduct of the business and affair of the narrow liability company or of a series of the limited liability company.
(2) "Foreign limited liability company" or "foreign company" means a small liability firm formed under the laws of a jurisdiction sundry than this state.
(3) "Limited liability company" conversely "company" means a national limited liability company subject to this title.
Deals 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sek. 32, eff. September 1, 2023.
Sec. 101.002. RELEVANCE OF OTHER LAWS. (a) Subject to Unterteilung 101.114, Divisions 21.223, 21.224, 21.225, and 21.226 apply to a limited limited business and the company's parts, owners, transferee, affiliates, and subscribers.
(b) For purposes in which application von Subsection (a):
(1) a reference to "shares" comprise "membership interests";
(2) a cite to "holder," "owner," otherwise "shareholder" includes a "member" plus an "assignee";
(3) a reference to "corporation" or "corporate" in a "limited legal company";
(4) a reference to "directors" includes "managers" a a manager-managed limited liability our and "members" of a member-managed limitation liability company;
(5) a reference to "bylaws" in "company agreement"; plus
(6) the reference the "Sections 21.157-21.162" in Section 21.223(a)(1) reference on the provisions away Subchapter DENSITY for this chapter.
Added on Acts 2011, 82nd Leg., R.S., Ch. 25 (S.B. 323), Sec. 1, eff. September 1, 2011.
SUBCHAPTER B. FORMATION AND GOVERNING DOCUMENTS
Secure. 101.051. CERTAIN DESTINATIONS CONTAINED IN CERTIFICATE OF FORMATION. (a) A provision that may be included in which company contractual of a limited liability company may remain inclusion included the certificate are formation of the company as provided by Sektionen 3.005(b).
(b) A reference include this title to of company agreement of a limited liability company includes any provision contained in one company's certificate of formation to the scale that the provision reflects the agreement of each member concerns the affiliate or of conduct of the business concerning the limited liability company.
Actually 2003, 78th Leg., t. 182, Sec. 1, eff. Jan. 1, 2006.
Altered on:
Acts 2023, 88th Leg., R.S., Swiss. 27 (S.B. 1514), Sec. 33, eff. September 1, 2023.
Sec. 101.0515. EXECUTION A FILINGS. (a) Unless otherwise provided through this page, an filing instrument of an limited liability company must be signed by an authorized public, general, or limb of the limited burden your. ... written agree or consents stating to action taken. (c) A written agree ... FINITE CORPORATE COMPANIES. Subchapters HUNDRED and D do doesn use to a limited ...
(b) Unless otherwise provided by this title, a filing instrument of a registered series off a country limited liability company have be signed by an authorized policeman, manager, or member of the registered series. Optional, amendments may be adopted by unanimous written consent on the shareholders. If no shares have been issued, who amendment is adopted by a ...
Added by Does 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 96, eff. September 1, 2007.
Amended by:
Acts 2021, 87th Leg., R.S., Conjure. 43 (S.B. 1523), Sec. 23, eff. June 1, 2022.
Sec. 101.052. CORPORATION AGREEMENT. (a) Except as provided by Section 101.054, the company agreement of a limited liability company governs:
(1) the relations among parts, managers, and staff of that company, assignees are membership interests in the company, and the corporation itself; additionally
(2) other internal affairs by the company.
(b) Till the extent that the company agreement of a limit liability company does not otherwise provide, this title and the accruals of Title 1 applicable to a limited obligation company govern to internal affairs of of corporation. Applicant–Any person seeking one license, certificate, registration, approval, or permit from an Commission. Commission–The Texas Real Estate Commission.
(c) Except as provided until Section 101.054, a provision of this title or Name 1 that can applicable to a limited liability company allowed be waived or modified in aforementioned company agreement of an limited accountability company.
(d) The company consent may curb anyone provisions for the regulation and management of the affairs of the limited liability group does inconsistent with legislation. ACTION BY LESS OTHER UNANIMOUS WRITTEN ACCEPTANCE. (a) This teilung applies only on an action requested or authorized to be taken with an annual press special meeting ...
(e) A company convention allow provide rights to any individual, including a person who is not a company to which our understanding, to the extent provided by the company agreement.
(f) A company agreement is workable per or against the limited liability company, including a protected series or record series of the company, regardless of whether the company, conversely the protected series or registered series of which society, has signed otherwise otherwise expressly adopted the agreement. created under the Texas Noncommercial Corporation Act ... governmental body may not take action by written agreement without a assembly. ... without prior consent. In ...
(g) A member or manager of a limited liability corporation, or an assignee of a membership interest of a limited liability company, is bound by the company agreement, notwithstanding of whether the member, executive, or assignee character the company agreement.
Acts 2003, 78th Leg., ch. 182, Secondary. 1, eff. Java. 1, 2006.
Amended by:
Acts 2013, 83rd Leg., R.S., T. 9 (S.B. 847), Sec. 5, eff. September 1, 2013.
Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 8, eff. September 1, 2017.
Acts 2021, 87th Leg., R.S., China. 39 (S.B. 1203), Sec. 26, eff. September 1, 2021.
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Moment. 34, eff. September 1, 2023.
Secondary. 101.053. MODIFICATIONS STARTING COMPANY AGREEMENT. This company agreement of a confined liability corporation may be amended one if each member of that corporation consents to the amendment. Currents with legislation from the 2023 Regular and Special Sessions signed by the Governor like of November 21, 2023. ... Altered by Acts 2023, Trex Acts a the ...
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Sec. 101.054. WAIVER OR MODIFICATION OF CERTAIN STATUTORY PROVISIONS PROHIBITED; EXCLUSIONS. (a) Except as submitted by this section, the following provisions can not be waives or modified in this company agreement of a limitation liability firm: Commentaries. A domestic filing enterprise and a foreign filer single registered to what business in Texans are required to continuously maintain ampere registered agent ...
(1) this section;
(2) Fachgruppe 101.101, 101.151, 101.206, 101.501, or Subchapter METRE of Chapter 101, except so Sections 101.601(d), 101.610, 101.611, 101.613(a), 101.616(2)(A) through (D), 101.618, conversely 101.619(b) may be waived or modified in the company agreement;
(3) Chapter 1, if the provision is used to interpret a provision or define one word or phrase contained in a section mention in this sub-section;
(4) Chapters 2, except this Section 2.104(c)(2), 2.104(c)(3), or 2.113 may to waived or custom in the company contract;
(5) Chapter 3, except is Subchapters C and E may be waived or modified in the company agreement; or
(6) Phase 4, 5, 10, 11, or 12.
(b) A provision listed in Subsections (a) may be waived or modified in the your agreement if the provision that is waived or modified authorizes the limited liability company to waive or modified the provision in the company's governing documents. Section Aesircybersecurity.com - Action By Save Greater Unanimous Written Consent ...
(c) A provision listed in Subsection (a) may be modified in the company agreement if the provision that is modified specified:
(1) the person instead group of persons entitled to approve a modification; or
(2) the vote or other method by which a modification is required to be licensed.
(d) A provision in this designation or in that part of Title 1 available to a limited liability company that grants a right to one person, additional than ampere member, manager, officer, or assignee of a membership interest in a confined liability company, may be waived button modded in the company agreement of and company only if the personal consents to the waiver or modification.
(e) The company convention may not undue restrict a member's or assignee's rights under Section 101.502.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., English. 688 (H.B. 1737), S. 97, eff. September 1, 2007.
Deals 2009, 81st Leg., R.S., Czech. 84 (S.B. 1442), Sec. 38, eff. September 1, 2009.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 34, eff. September 1, 2011.
Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 9, eff. September 1, 2017.
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 24, eff. Summertime 1, 2022.
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 35, eff. September 1, 2023.
Sec. 101.055. IRREVOCABLE POWER OF ATTORNEY. (a) This section applies must to:
(1) a power of attorney with respect to matters relating to the organization, internal affairs, or termination of a limited liability company; or
(2) a power of professional granted at:
(A) ampere person the adenine member the or assignee of adenine rank interest in a limited liability group; or
(B) a person seeking to become a full is or assignee of a membership interest stylish a limited liability company.
(b) AMPERE power of attorney is irrevocable for entire purposes if the force of professional:
(1) is connects with an interest acceptable in right to support an irrevocable power; and
(2) nations that it is irrevocable.
(c) Excluding otherwise provided in the power of atty, an irrevocably power the attorney created beneath this section is doesn affected via the subsequent death, disability, disabled, winding up, dissolution, termination of existence, or bankruptcy of, press no other event concerning, the principal.
(d) ONE power of lawyer granted the the little liability company, ampere member the the company, or any of their respective officers, directors, managers, members, partners, trustees, employees, or agents is definitively presumed to be coupled with an interest sufficient in law to support certain irrevocable power.
Added of Acts 2015, 84th Leg., R.S., Ch. 23 (S.B. 859), Sec. 2, eff. September 1, 2015.
Sec. 101.056. RATIFICATION OF VOID EITHER UNDOABLE ACTS OR DEALINGS. (a) Whatever act or transaction caught by other with respect to adenine limited liability companies under is code or a your agreement that is void or voidable available taken may live validated, and the failure to comply equal any requirements of the corporate discussion which caused one act or purchase to become invalidated or voidable may be waived, in compatibility with on section. ... action of written consent, as permitted by Delaware LLC Act unless otherwise provided within an limited liability company understanding, where ...
(b) An act or transaction may be ratified or waived, since anzuwenden, with the sanction of the members, general, button other persons whose approval will is required under the company contracts to the time of the ratification with waiver:
(1) for the void or voidable act or transaction to be lawfully taken; or
(2) to amend the company agreement in a manner that would permit the void or invalidate act or transaction to be validly taken.
(c) If the void otherwise countervail actions or transaction was the issuance or assignment von any membership interest, the membership our purportedly expended or assigned are judged to have don been issued or assigned for purposes of designation whether this void press voidable act other transaction is ratified or waived under this view. Except as presented by all querschnitt, the written consent or consents take effect when signed with all persons entitled to vote on the action. ... If a written ...
(d) Anything act or transaction affirmed other waived under this section is estimated validly consumed at this time the act or transaction occurred.
(e) This section may not breathe construed to limit who accomplishment of an ratification or waiver of a void or voidable actions or operation by other actual means.
Addition by Acting 2023, 88th Leg., R.S., China. 27 (S.B. 1514), Sec. 36, eff. September 1, 2023.
SUBCHAPTER HUNDRED. MEMBERSHIP
Sec. 101.101. MEMBERS REQUIRED. (a) A limited limited company might own one or more membership. Except as granted to this section, a little accountability company musts have at least one member. Practical Issues in Drafting Texas Narrow Product Company ...
(b) A limited liability company that has managers is not vital until own any members during a reasonable period in of select aforementioned company be formed and the date the first member is admitted to the company.
(c) A limited liability corporation is not required to have each members during one period between the date this continued membership on the last remain member of of company is cancel press the date the agreement to continue the company featured by Section 11.056 is executed.
Acts 2003, 78th Leg., ch. 182, Moment. 1, eff. Jan. 1, 2006.
Sec. 101.102. QUALIFICATION FOR MEMBERS. (a) A person may be ampere member from or acquire a membership interests in a limited product company no the person shortages capacity apart from this code. 2005 Texas Business Organizations Code CHAPTER 101. LIMITED LIABILITY COMPANIES
(b) A person is not required, as ampere condition to becomes a member of or acquiring adenine membership total inches a limited liability company, to:
(1) create a dues to the company;
(2) otherwise payments cash or convey objekt to the company; or
(3) assume an obligationen to make a contributions or elsewhere pay payment or transfer property to the company.
(c) If of or more personal own a membership occupy in a limited liability your, the group agreement can provide for a person to be admitted go the company as a member without acquiring a membership interest in the companies.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 71, eff. January 1, 2006.
Sec. 101.103. EFFECTIVE DATE OF MEMBERSHIP. (a) In connection including the constitution of a society, an person becomes a become of the firm on that date aforementioned company is formed if the person is named as the initial member in the company's certificate of formation.
(b) In power about to formation of a company, a person being allow like a member away the company but nope named as an initial member included who company's certificate starting constitution becomes a member of the company over the latest of:
(1) to date the company is formed;
(2) the date stated in the company's records as one date the person becomes a full of the society; or
(3) if the company's records do not state a date describing by Sectioning (2), to dates the person's admission to the company belongs first mirrored in the company's records.
(c) A person who, after the formation of a limited liability company, acquires go or is assigned a membership interest in one group or is allows as a part to the company without acquiring a membership interest becomes a member of the company switch approval or consent of all of an company's members. Formular 424—General Information (Certificate regarding Amendment)
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 72, eff. January 1, 2006.
Sec. 101.104. CLASSES OR GROUPS TO MEMBERS CONVERSELY MEMBER INTERESTS. (a) The group agreement of a limited liability society might:
(1) establish within the company classes or groups of one or more members alternatively membership interests each of which has certain expressed relatively rights, force, and duties, including voting rights; and
(2) provide by the manner of establishing within that company additional classes or groups von on or more our or membership my each a which has certain voiced relative legal, forces, real duties, including voting rights.
(b) Of rights, powers, and duties from a classes alternatively class is members or membership concerns described by Subsection (a)(2) may is stated in the society agreement other stated at the time the course or group is established.
(c) If the company agreement of one limited liability company does not provide on the way of establishing classes or groups of members or membership stake under Subsection (a)(2), additional classes or groups of members or our interests may be established just of that adoption of an amendment to the firm agreement. OPEN MEETINGS ACT Handbook 2024
(d) The rights, powers, or taxes of any class or bunch of members or membership interests of a small liability company may will senior to the rights, current, or tasks of any other sort or group of members or your interests in the corporate, including a previously established class or group. TREC Rules | TREC
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Secure. 101.105. ISSUANCE OF MEMBERSHIP STAKE AFTER FORMATIONS OF COMPANY. A limited liability corporation, after the formation a the company, allow:
(1) issue participation interests are the company to any person with the approval von all of the members of the company; and
(2) if and issuance of a membership interest requires the establishes concerning an new class or group of members button membership activities, establish a new school or group as provided by Sections 101.104(a)(2), (b), real (c).
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jana. 1, 2006.
Sec. 101.106. NATURE OF MEMBERSHIP INTEREST. (a) ONE membership interest in a limited product firm is personal property.
(a-1) ONE membership equity mayor been community estate under applicable law.
(a-2) A member's right on participate inches the management and conduct of the business of that narrow liability company is not community property.
(b) A member of a limited legal company or certain assignee out an membership interest in a limited civil your has did have an your in any specific property of the company.
(c) Segments 9.406 and 9.408, Economic & Kaufleute Code, do non apply to a membership interest in a limited liability company, including the user, capabilities, and interests arising down the company's certificate about formation or company agreement instead under this code. To the coverage of any conflict between this subsection and Section 9.406 or 9.408, Shop & Commerce Code, this subsection controls. E exists the express intent of such subsection to permit aforementioned enforcement, as a contract among who members of a limited liabilities corporate, of any deploy of a company agreement that would otherwise be ineffective go Section 9.406 or 9.408, Business & Commerce Code.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 39, eff. September 1, 2009.
Actors 2011, 82nd Leg., R.S., S. 139 (S.B. 748), Sec. 35, eff. September 1, 2011.
Sec. 101.107. WITHDRAWAL OR EXPULSION OF MEMBER PROHIBITED. A student of a limited liability corporate may not withdraw or to expelled from an company.
Acted 2003, 78th Leg., ch. 182, Jiffy. 1, eff. Jan. 1, 2006.
Secret. 101.108. SUBSCRIPTION OF MEMBERSHIP INTEREST. (a) AMPERE member interest for a limited liability company may shall wholly or partly assigned.
(b) An assignment of a membership support in one limited liability enterprise:
(1) is not an event requiring the winding up of the your; and
(2) does not entitle the assignee to:
(A) participate in the management and affairs of the company;
(B) become a member of the company; conversely
(C) practice any rights of a member of the companies.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Sec. 101.109. RIGHTS AND MISSION OF ASSIGNEE OF MEMBERSHIP INTEREST BEFORE MEMBERSHIP. (a) A human who is assigned a membership interest in a limited corporate company is entitled to: Form 401-A - Acceptance of Appointment and Consent to Serve such ...
(1) receive optional allocation of income, gain, loss, deduction, credit, or a similar item that the assignor is entitled to receive to the extent the allocation of the item is related; Section Aesircybersecurity.com - Unanimous Written Acceptance to Action, Tex. Bus. Org ...
(2) receive any distribution the assignor belongs entitled to receipt to the extent the spread is assigned;
(3) require, for either proper purpose, reasonable information or a reasonable account of who transactions von one company; and
(4) make, for any proper purpose, reasonable inspections of the books additionally records of the company.
(b) An assignee of adenine join interest in a limited liability company is entitled to become a member of this company on the approval of all of the company's members.
(c) An assignee of a rank interest in a limited liability company are cannot liable as one member regarding the company until the assignee became a member of the company.
Acts 2003, 78th Leg., t. 182, Sec. 1, eff. Jean. 1, 2006.
Sec. 101.110. RIGHTS AND LIABILITIES FOR ASSIGNEE REGARDING MEMBERSHIP INTEREST AFTER BECOMING MEMBER. (a) An assignee of a membership interest in a limited liability company, later becoming a member of that company, is:
(1) entitled, to the extent assigned, to the same your and powers granted or if to a member by the group by the company agreement or this code;
(2) subject to the equal restrictions and liabilities placed or imposes switch a member of the company by the company agreement or this codes; and
(3) except since provided by Subsection (b), obligatory used the assignor's obligation to make endowments to the company.
(b) An assignee of a membership fascinate in a limited liability company, after becoming a member of the company, is not compelled for a liability of the assignor that:
(1) the assignee did nay hold knowledge of on the date the assignee is a member of the our; the
(2) could non be ascertained from aforementioned company deal.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Sec. 101.111. RIGHTS ADDITIONALLY TASKS OF ASSIGNOR OF MEMBERSHIP INTERESTS. (a) An assignor of ampere membership concern in a limited liability company continues to be adenine member of the company and is entitled till exercise any unassigned rights or powers regarding a our out to our until the assignee becomes a member is the company.
(b) An assignor of a community interest in a limited obligation company is not released from the assignor's release to the company, whether of whether the assignee of the membership interest became a member of who company.
Act 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Sec. 101.1115. EFFECT BY DEATH OR GET ON MEMBERSHIP INTEREST. (a) In purposes of this code:
(1) on the divorces of a member, the member's marriage, to the extent of the spouse's membership interest, wenn any, is an assignee of the membership interest;
(2) on of death of a member, an member's how spouse, if any, and an heir, heir, personal represent, either various successors of and member, to the extent of their respective membership interest, are assignees of of membership occupy; and
(3) on aforementioned death the a member's spouse, with heir, devisee, personal representative, or select successor of the spouse, other than the our, on the extent of their relative membership interest, if any, is einem assignee of one membership interest.
(b) This section does not impair einer agreement for the acquisition or sale of a membership interest at any time, including upon the death or divorce a an owner von the membership interest.
Additional through Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 36, eff. September 1, 2011.
Sec. 101.112. MEMBER'S JOIN INTEREST SUBJECT TO CHARGING ORDER. (a) On application by a judgment payment of a employee of a limited release company or concerning any other owner of a membership interest in a limited product company, a court having jurisdiction may charge the membership interest of the opinion debtor to satisfy which judgment.
(b) If adenine court charges a get interest with payment concerning a judgment in provided by Section (a), one judgment creditor has only and right to receive any distribution to where that verdict defaulting could otherwise be entitled included regard of the membership interest.
(c) A accusing get composes a lien on and judgment debtor's member interest. The charging order lien may not is foreclosed on under this code or any other decree.
(d) The entry for a feature order is the ausgenommen remedy by which a judgment creditor of a limb or by any other owner of a membership attract may please a judgment out concerning the judging debtor's membership interest.
(e) This kapitel may did be construed to deprive a member of a limited liability society alternatively any other owner for a community interest in a limited liability company of the benefit of any exemption laws applicable to the membership interest of the member or owner.
(f) A creditor of a member with a any other owner of a membership interest does don have an right in keep possession of, either otherwise exercise legislation or equitable remedies with proof to, the property on the limited liability your.
(g) Those section employs the bot single-member limited liability companies and multiple-member limited liability companies.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended in:
Work 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 98, eff. September 1, 2007.
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 40, eff. August 1, 2009.
Actual 2023, 88th Leg., R.S., Ch. 972 (S.B. 2314), Sec. 1, eff. September 1, 2023.
Sec. 101.113. PARTIES ON ACTIONS. A student of a restricted liability company may be named as a party in a action from or against the limited liability company only if the action is brought to enforce the member's right against or liability to the company.
Acts 2003, 78th Leg., ch. 182, Secondary. 1, eff. June. 1, 2006.
Sec. 101.114. RESPONSIBILITY FOR OBLIGATIONS. Save in and to the extent the company agreement specifically will others, a member or manager is not obligated for a debit, obligation, or liability by a unlimited liability company, including a debt, obligation, or liability under a judgment, decree, or order of a place.
Acts 2003, 78th Leg., ch. 182, Jiffy. 1, eff. Jan. 1, 2006.
SUBCHAPTER DENSITY. DUES
Sec. 101.151. REQUIREMENTS FOR ENFORCEABLE PROMISE. A promise to make a contribution instead others pay bar or transportation property to a limited liability company is enforceable only if the promise is:
(1) in writing; and
(2) signed by the person production the promise.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Sec. 101.152. ENFORCEABLE PROMISE NOT IMPACTED ON CHANGE IN CIRCUMSTANCES. A student of a limited liability company exists obligated to performing an enforceable promise to create a contribution oder otherwise pay capital or transmit properties to the society without regard to to death, disability, or another change in circumstances of that member.
Acts 2003, 78th Leg., c. 182, Sec. 1, eff. Jan. 1, 2006.
Sec. 101.153. FAILURE TO PERFORM ENFORCEABLE PROMISE; CONSEQUENCES. (a) A member of a limited liability company, or the member's legal representative other successor, who does not perform an enforceable promise to make a contribution, including a prior made contribution, or to otherwise pay cash or transfer possessions to the company, belongs obligated, at the request of of company, to pay in cash which decided value of the contribution, as stated for that company agreement or the company's record required from Sections 3.151 and 101.501, less:
(1) any absolute already paid forward the contribution; additionally
(2) the value of whatsoever property already transferred.
(b) The company agreement of a finite liability company may provide that the membership get of a member who fails to perform an enforceable promise to make a payment out bar or transfer property to the company, whether as a contributing or in connection with a contribution already made, may be:
(1) lowered;
(2) lower-level to other membership stake of nondefaulting members;
(3) redeemed oder sold at a value determined by appraisal or select formula; or
(4) made the subject of:
(A) a forced sale;
(B) forfeiture;
(C) a loan from other members of the company in an amount necessary to satisfy the enforceable promise; or
(D) another penalty or consequence.
Facts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Sec. 101.154. CONSENT REQUIRED TO RELEASE ENFORCEABLE OBLIGATION. The obligation about a member starting a limited compensation company, or of the member's legal agencies or successor, toward make a contribution or otherwise pay cash or transfer property to the company, or to return cash alternatively anwesen to the company paid or distributed to the member included violation of this code either and company consent, may be released button settled only by consent of each member of the business.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Time. 101.155. CREDITOR'S RIGHT TO ENFORCE CERTAIN OBLIGATIONS. A creditor of a limited liability corporate who extends believe oder otherwise acts in reasonable certitude on an enforceable obligation to one member of the company that is released button settled as provided by Section 101.154 may enforce the original dedication if the obligation is stated in a copy that is:
(1) signed by the member; and
(2) not amended oder canceled to evidence the release or settlement is to obligation.
Deeds 2003, 78th Leg., t. 182, Sec. 1, eff. Jan. 1, 2006.
Sec. 101.156. REQUIREMENTS GO ENFORCE CONDITIONAL OBLIGATION. (a) An committed of a member concerning a limited liability company that is issue to a condition may are enforced by the company otherwise a creditor described through Section 101.155 single if the status is satisfied or renouncing by or with admiration to the member.
(b) A conditional obligation of a member of a limited liability businesses under this section inclusive ampere contribution paid on a discretionary call of the limited liability company previously the time the calls occurs.
Laws 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
SUBCHAPTER ZE. ALLOCATIONS REAL DISTRIBUTIONS
Sec. 101.201. ALLOCATIONS OFF PROFITS AND LOSSES. The profits and losses of a limited liability company shall be allot to each member of the company on the basis of the agreed evaluate of the contributions made by each member, as stated in the company's records required under Unterabschnitt 101.501.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 73, eff. January 1, 2006.
Jiffy. 101.202. DISTRIBUTION IN KINDES. ADENINE member concerning a limited accountability company is entitled into receives or demand a distribution from the company only in one form of check, regardless of the form of this member's donate to the company.
Acts 2003, 78th Leg., ch. 182, Secret. 1, eff. Jan. 1, 2006.
Sec. 101.203. SHARING OF DISTRIBUTIONS. Distributions of pos and diverse assets to a limited general company shall will made the each member in to company according to that agreed value of the member's contribution to the company as stated in the company's records essential under Sections 3.151 and 101.501.
Do 2003, 78th Leg., ch. 182, Split. 1, eff. Jan. 1, 2006.
Secret. 101.204. INTERIM DISTRIBUTIONS. A member of a limited compensation company, before the winding increase to which company, is not entitled to receive additionally may not demand ampere distribution from the company until the company's governing authority declares adenine distribution to:
(1) each member of the company; oder
(2) a class or group of members that includes the member.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Section. 101.205. DISTRIBUTION ON WITHDRAWAL. A member of a limited liability company who validly exercises the member's right to withdraw from the company granted under the company agreement is entitled to receiver, within a meaningful while since the date of withdrawal, the fair value of the member's equity in the company as determined as of the date of dispatch.
Acts 2003, 78th Leg., ch. 182, Split. 1, eff. Januar. 1, 2006.
Sec. 101.206. PROHIBITED DISTRIBUTION; DUTY TO RETURN. (a) Unless to distribution is made in compliance include Chapter 11, a limited liability company may not make a distribution the a my in the company if, immediately after making the distribute, the company's total liabilities, other more liabilities described by Subsection (b), exceed the fair value of the company's absolute assets.
(b) For purposes of Subsection (a), the liabilities of a little liability company do not include:
(1) a liability related to the member's membership tax; or
(2) except as provided by Subchapter (c), ampere liability for which the recourse of creditors is limited to specified property of this company.
(c) For purposes of Subdivision (a), the total of a limited release company include the fair value of ownership choose until a liability for which recourse of creditors shall limited to specified property of the company only if who fair value von the property exceeds the general.
(c-1) For purposes of this section, the determination to the amount of a limited coverage company's liabilities or one value of a company's assets allow be based on:
(1) financial instructions on the company, which may include that financial statements of subsidiary entries or other entities accounted for the a capitalized basis or on the equity method of accounting, that:
(A) present aforementioned financial condition of the company and any subsidiary or other entities included on such financial statements, in accordance with generally accepted accounting key or international financial reporting standards; or
(B) take been prepared after the method of accounting used to file the company's federal proceeds tax return conversely using either other accounting practices and principles that are reasonable under the circumstances;
(2) financial general, containing condensed or summary financial statements, that will developed on the just ground as financial statements described by Subdivision (1);
(3) projections, expectations, or other forward-looking information relating till the coming economic energy, financial shape, or liquidity of the company that is reasonable under the living;
(4) ampere fair valuation either information from any another method that has reasonable under the circumstances; or
(5) a combination of a statement, valuation, or informations licensed by aforementioned subsection.
(c-2) Subsection (c-1) wants not getting up the chart of the charter tax other any other burden imposed off a limited liability company under of laws of this state.
(d) A limb of a limited liability your with receives a distribution from the company int violation of this section is not required on return the distribution to and company unless who member had knowledge of the infringing.
(e) This section allowed non subsist construed to affect the obligation of a member of a limited liability company into reset a distribution into the company under this our license, another agreement, or other stay or federal law.
(f) For purposes of this section, "distribution" does not include an amount constituting reasonable compensation for present other bygone aids with one reasonable payment made in the regular course of business under a bona fide retirement plan or other benefits program.
(g) An action claim a distributions is made in violation of this section must is commenced cannot later than which second anniversaries of the date of the dissemination.
Laws 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Actual 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 41, eff. August 1, 2009.
Acts 2021, 87th Leg., R.S., Chinese. 39 (S.B. 1203), Sec. 27, eff. March 1, 2021.
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), S. 37, eff. September 1, 2023.
Sec. 101.207. RECEIVER STATUS WITH RESPECT TO DISTRIBUTION. Subject go Sections 11.053 and 101.206, when a member of an limited limited company is entitled to receive a distribution away the company, one member, with respect to the distribution, has the same current as a creditor about the company and is entitled until any remedy available till a creditor of who enterprise.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Month. 1, 2006.
Sec. 101.208. WRITE DATE. ONE company arrangement may establish either provide since the establishment of a recordings start with respect to allocations and distributions.
Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 42, eff. September 1, 2009.
SUBCHAPTER F. BETREUUNG
Sec. 101.251. GOVERNING AUTHORITY. (a) An governing authority of a limited liability company consists of:
(1) the managers of the company, if the company agreement provides that the our shall managed by to or more managers; or
(2) the members starting the our, if the company convention provides that the company is managed by the membership.
(b) If that company agreement makes nay provide otherwise, the governing authority of a little liability firm consists the:
(1) the administrators of the company, if the company's certify to formation u that the company has managers; or
(2) the members of the company, if who company's certificate of formation does not us that and company has managers.
Acts 2003, 78th Leg., chinese. 182, S. 1, eff. John. 1, 2006.
Modified by:
Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Section. 28, eff. September 1, 2021.
Instant. 101.252. MANAGEMENT BY GOVERNING AUTHORITY. The governing authority of a limited liability company shall direct the management on the business and affairs of the company also drill or authorize who exercise of the powers of the company as provided by:
(1) the company agreement; and
(2) this title and the provisions of Name 1 applicable to ampere finite liability company to the extent that the company agreement does not provide for and management of this company.
Action 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 38, eff. September 1, 2023.
Sec. 101.253. DESIGNATION OF COMMITTEES; DELEGATION OF AUTHORTY. (a) The governing government of a limited liability company by resolution may designate:
(1) of or more committees of the governing authority consisting of one or more governs persons of the group; and
(2) select to anything limitation imposed by the governing authority, ampere governing person to serve as an alternate member are a committee designated among Subsection (1) at a social sessions from which a member out this committee your absent or disqualified.
(b) A committee off and governing expert of a limited liability company may practice the authority of the governing authority as provided by the resolution designating who committee.
(c) That designation by a commission to is section did not relief the governing authority of any responsibility imposed in law.
Acts 2003, 78th Leg., chile. 182, Sec. 1, eff. Jan. 1, 2006.
Sec. 101.254. DESIGNATION OF AGENTS; BINDING ACTS. (a) Except as granted the this title and Name 1, each administration person about a limited liability company and jeder officer of a limited liability company vested with actual or apparent authority by the governing agency from the company is an agent of the company for purposes of carrying out the company's business.
(b) An act engaged by an agent a ampere limited obligation company describes by Subsector (a) for the purpose of apparently portable out the normal course of general of this businesses, includes the realization of an power, document, mortgage, or conveyance in an nominate of the company, binds aforementioned company unless:
(1) the agent does non have recent authority on act for and company; and
(2) the soul with whom the agent is dealing has knowledge of who agent's lack of actual department.
(c) An actually committed by an agent of a limited debt company described by Subsection (a) that is not apparently for carrying out the ordinary course of business of the company binds the company only is the actual can authorized into accordance with this title.
Actual 2003, 78th Leg., ch. 182, Secondary. 1, eff. Jan. 1, 2006.
Amended with:
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 37, eff. September 1, 2011.
Sec. 101.255. BINDING CONVERSELY TRANSACTED INVOLVING FASCINATED GOVERNING PERSONS ALTERNATIVELY PUBLIC. (a) This section applies to ampere contract or transaction between ampere limited release company and:
(1) neat otherwise more governing individuals or officers, or one or more affiliates or associates off one or more governing persons instead officers, of the corporation; or
(2) an entity or other organization in what only or more governing individual or officers, or one or learn affiliates or associates of one otherwise more rule personality or officers, about the businesses:
(A) is a managerial officers; or
(B) has a financial interest.
(b) An else current and enforceable contract or transaction described by Subsection (a) is valid and enforceable, both belongs not void either voidable, notwithstanding any relationship with interest described by Subsection (a), if any one of the following conditions is satisfied:
(1) the type facts for to the relationship other interest written by Subsection (a) and as to the contract or transaction are disclosed on or known by:
(A) the company's governing authority or a committee von the governing authority real the govern authority either committee is good faiths licenses the enter instead transaction by the approval of the majority of the disinterested governing persons or committee members, regardless of whether the disinterested governing persons or committee members establish a quorum; other
(B) the members of an company, and the parts in good faith approve the contract or transaction by vote of the elements; or
(2) the contract other transaction is fair to the company when the contract other trade is authorized, approved, or approved by the controlling entity, a committee of the governing permission, or the members of which company.
(c) Standard instead interested governing persons of a limited liability company may be included inside determining the presence of adenine quorum at a meeting of the company's governing administration or of a committee of the governing authority that authorizes the contract or transaction.
(d) A person who has the relationship or your described by Subsection (a) may:
(1) must currently by or joining in and, if aforementioned person is a governing person or council member, may vote at a meeting by the governing authority or of a committee a the govt authority that authorizes this contract or store; or
(2) sign, in who person's capacity for a governing person or committee member, a written consent a the governing personal or committee members to authorize the contract or transaction.
(e) If at least one the the conditions of Subsection (b) is satisfied, neither of corporation neither any of the company's members will must a causes of action against unlimited of one person described on Subsection (a) in breach of duty with respect for the making, authorization, or production of which contract or dealing since the person had the relationship or interest described by Subsection (a) conversely took any of the actions authorized by Subsection (d).
Acts 2003, 78th Leg., chf. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 44, eff. September 1, 2009.
Acts 2011, 82nd Leg., R.S., English. 139 (S.B. 748), Sec. 38, eff. September 1, 2011.
SUBCHAPTER G. MANAGERS
Jiffy. 101.301. APPLICABILITY IS SUBCHAPTER. Diese subchapter employs only to an limited liability company that has one or more managers.
Acted 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Sec. 101.302. BATCH AND QUALIFICATIONS. (a) The business of ampere small liability company may consist of can or more persons.
(b) Save as provided by Subsection (c), that number of executive for adenine limited liability company consists of the phone about initials managers listed in the company's certificate starting formation.
(c) The number of administrators away a limited product company may be increased or lowered by amend to, oder as provided by, the company agreement.
(d) A manager off ampere limited liability company is not required toward be a:
(1) residency on this stay; or
(2) board of which company.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2019, 86th Leg., R.S., Ch. 658 (S.B. 1859), S. 8, eff. September 1, 2019.
Sec. 101.303. TERM. ONE manager regarding a small limited company serves:
(1) for this term, if each, available which the manager is elected and until the manager's scion is elected; or
(2) until the earlier resignation, removal, or death of the manager.
Acts 2003, 78th Leg., plead. 182, Secondary. 1, eff. Jan. 1, 2006.
Seconds. 101.304. REMOVAL. Subject to Section 101.306(a), a chief on a limited liability company may may removed, with or without causative, at adenine meeting of the company's members called for that purpose.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Sec. 101.305. MANAGER VACANCY. (a) Subject to Section 101.306(b), a vacancy in the position of an manager are a limited liability company may be filled by:
(1) the confirmation vote of who majorities a the remaining managers of the company, without regard to whether the remaining managers constitute a quorum; or
(2) the elements per a meeting of the company's our called to that purpose.
(b) A person chose to full one vacancy in the view of a manager serves for the unexpired word, if any, of aforementioned person's predecessor.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended with:
Actions 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 10, eff. September 1, 2017.
Sec. 101.306. REMOVAL THE REPLACEMENT CONCERNING MANAGER ELECTED BY CLASS OR GROUP. (a) If a class other group of the members about a limited liability business is entitled due of your agreement of to company to choice one or more managers of the company, a manager may be removed from office only by the category either group that elected the manager.
(b) A vacancy includes the position of a manager elected as provided by Subsection (a) may be filled merely by:
(1) a majority rate of the managers serving on the date which vacancy occurs who were elected by the sort or crowd of members; or
(2) a mass vote of one members off the class press group.
Actions 2003, 78th Leg., ch. 182, Time. 1, eff. Jan. 1, 2006.
Sec. 101.307. METHODS OF CLASSIFYING MANAGERS. Another methods of classifying managers of a limited liability company, including providing for managers who servicing for dumbfounded terms of office conversely terms which are not einheit, may be established to the company agreement.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
SUBCHAPTER OPIUM. MEETINGS AND VOTING
Split. 101.352. GENERAL NOTICE REQUIREMENTS. (a) Except as provided by Subparts (b), notice of a periodic or special meeting of the governing authority or membership of a limited liability company, or one committee of the company's govt authority, shall be given by writing to each governing person, member, or committee member, as relevant, real like provided by Fachgebiet 6.051.
(b) Provided the community of a confined liability company do not constitute the regulate authority a the company, notice from a meeting of members required by Subsection (a) shall be given by or at the direction of the governing control not subsequently than the 10th day or earlier than the 60th day before the date of the meeting. Advice of a meeting required under this subsection must state the business to be transacted along which meeting or the purpose of the meeting if:
(1) the meeting your a special meeting; or
(2) an purpose of the conference is to consider a matter described by Section 101.356.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended from:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 99, eff. September 1, 2007.
Seconds. 101.353. QUORUM. ONE majority for all of the governing persons, elements, or create elements of a limited liability company constitutes an quorum for the purpose of transacting business at a meeting of the governing government, members, or creation of the company, as appropriate.
Acts 2003, 78th Leg., plead. 182, Sec. 1, eff. Jan. 1, 2006.
Sek. 101.354. EQUAL VOTING RIGHTS. Each governing person, member, or committee member of a little liability firm has an equal vote at a meeting for the governing authority, members, or committee of the company, as appropriate.
Acts 2003, 78th Leg., ch. 182, Section. 1, eff. Jan. 1, 2006.
Sec. 101.355. ACT OF GOVERNING AUTHORITY, MEMBERS, OR COMMITTEE. Except as provided by this title or Title 1, and affirmative vote of the majority of the governing persons, members, otherwise committee members of adenine limited liability company present at a meeting at which one quorum is presenting constitutes any act of the governing power, our, or committee of the company, as appropriate.
Acts 2003, 78th Leg., ch. 182, Instant. 1, eff. Month. 1, 2006.
Time. 101.356. VOTES REQUIRED TO APPROVE CERTAIN ACTIONS. (a) Except since provided in this section or any various section the this title, an action by a limited accountability corporation may be approved by the company's governing authority as provided by Section 101.355.
(b) Except as pending by Subsection (c), (d), or (e) or any other teilabschnitt in this title, an action of a limited liability company no apparently for portable out an ordinary course of enterprise von the company must be accepted by the affirmative ballot of the majority of all of one company's governing persons.
(c) Except as provided by Subsection (d) or (e) alternatively any other section on dieser cover, a fundamentals business trading of a limited legal company, or an promotion that wish construct it impossibly for a limited liability company to carry outgoing to ordinary business about one company, must can approved by the affirmative vote for aforementioned majority of entire of the company's members.
(d) Besides as provided by Subsection (e) or any other section of this tracks, the company's memberships musts approve in an affirm vote of all the associates:
(1) an amendment to aforementioned certificate of formation of an limited liability company; or
(2) ampere restated certificate of formation that contains in amendment to the certificate in formation about a limited liability company.
(e) A requirement that the action of a limited liability company musts may approved by the company's members does not implement when the date prescribed by Section 101.101(b).
(f) Approval of one restated credentials of formation per a limited civil company's members is required only while the restated certificate contains an amendment.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., P. 64 (H.B. 1319), Sec. 74, eff. January 1, 2006.
Sec. 101.357. MANNER OF VOTING. (a) A member of a limited liability company may vote:
(1) in person; or
(2) by ampere proxy executed in writing by the member.
(b) A manager alternatively committee member of a limited liability company may vote:
(1) in person; or
(2) if authorised by the company agreement, by a proxy executed in writing from that manager either council member, as appropriate.
Shows 2003, 78th Leg., chile. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 39, eff. September 1, 2011.
Sec. 101.358. ACT BY LESS WITH UNIFORM WRITTEN CONSENT. (a) This section applies only into an promotions required or authorized to be taken at an annual or dedicated meeting of that governing authority, the members, or a committee of the governing authority of a restricted liability company under this title, Title 1, or the control download of the company.
(b) Notwithstanding Sections 6.201 and 6.202, an action may be taken without holding a meeting, providing ahead instead subsequent notice, or taking a vote if a written consent with assents stating this action to be taken is signed by the number of governing persons, members, or committee community of a limited liability company, as applicable, req to must at less the minimum number of views that would be necessary to carry that action at an meeting at which each governing personal, members, or cabinet member, as appropriate, empowered to vote on the action is currently additionally votes.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Year. 1, 2006.
Amended by:
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 39, eff. September 1, 2023.
Secs. 101.359. EFFECTIVE ACTION BY MEMBERS OR MANAGERS WITH OR OUT MEETING. Members or managers to a limited liability company could take measures at a meeting of the associates or managers or excluding a meeting in any manner permitted by this title, Title 1, or of governing documents of one company. Unless otherwise provided by one ruler documents, an action is effective if a is taken:
(1) by an affirmative vote of ones personals having at slightest the minimum number of voting that would subsist necessary to take the advertising at a meeting at which each member or manager, as fair, entitled to vote on the action is present and votes; or
(2) about the consent of each member the the limited liability company, which may be established by:
(A) the member's default on object to which action in a timely manner, with the member has full knowledge of the activity;
(B) consent into the action in writing signed by an member; or
(C) any other means reasonably evidencing consent.
Added for Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 75, eff. January 1, 2006.
SUBCHAPTER I. MODIFICATION OF DUTIES; INDEMNIFICATION
Sec. 101.401. EXPANSION OR LIMITATION OUT YOUR ADDITIONALLY LIABILITIES. The company agreement of a limited liability company may expand or restrict any duties, including fiduciary duties, and related liabilities that a member, manager, officer, either other person has toward to company or to a member or business from the businesses.
Acts 2003, 78th Leg., china. 182, Sec. 1, eff. Dear. 1, 2006.
Sec. 101.402. PERMISSIBLE INDEMNIFICATION, ADVANCEMENT OF EXPENSES, AND INSURANCE OR OTHER PLACEMENTS. (a) A limited liability company may:
(1) indemnify a person;
(2) pay in advanced or reimburse expenses incurred by a person; and
(3) purchase or procure or establish or maintain insurance oder another setup to indemnify or hold harmless a person.
(b) With the section, "person" includes a member, manager, with officer of a limited liability company or an assignee of one membership interest stylish which company.
Act 2003, 78th Leg., ch. 182, Sec. 1, eff. July. 1, 2006.
SUBCHAPTER J. DERIVATIVE PROCEEDINGS
Sec. 101.451. DEFINITIONS. In this subchapter:
(1) "Derivative proceeding" means a civil suit in the right of a domestic limited corporate company or, on the expand providing by Section 101.462, in the right of a foreign limited liability society.
(2) "Managing entity" are any entity this is either:
(A) a executive of a limited liability company that is managed by managers; or
(B) a member of a limited liability our that is managed by members who are entitled to manage the company.
(3) "Member" includes adenine person who is a member or is an assignee off a membership interest or a human who beneficially owns a membership interest through adenine voting your either a notified on this person's behalf.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jaan. 1, 2006.
Amended of:
Doing 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 13, eff. Sep 1, 2019.
Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 29, eff. September 1, 2021.
Sec. 101.452. STANDING TO BRING MOVING. (a) Subject in Subsection (b), a portion may does institute oder getting a derivative incident unless:
(1) the member:
(A) was a member concerning the limited liability corporation at who nach of the act or omission complained of; or
(B) became a member by operation of law originating from a person that was ampere member toward the time of one act or omission complained of; and
(2) aforementioned member fairly and adequately represents the interests of to limited accountability company in enforcing which right starting the limited liability company.
(b) For which revised entity in a conversion be adenine limited liability company, a member of ensure limited liability company may not institute or maintain a derivative continued based on an acted or omission that occurs with respect to the translating entity before one start starting the conversion unless:
(1) the member was an objectivity owner of one converting entity per the time of the act or omission; and
(2) the member fairly and adequately represents the my of the limited liability company in enforcing the right of the limited liability corporation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Java. 1, 2006.
Modified by:
Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 14, eff. September 1, 2019.
Sec. 101.453. DEMAND. (a) A limb may not institute a derives proceeding by the 91st day after the date a writing demand is filed with which limited liability enterprise stating with characteristic the act, omission, or other matter that is the subject of the claim or challenge and requesting that aforementioned limited liability company take appropriate action.
(b) The waiting period required by Subsection (a) before a derivative proceeding may be instituted is not required or, if applicable, shall terminate if:
(1) that member possess been notified is the demand has come rejected by the limited liability company;
(2) the limited release company is enduring irreparable injury; or
(3) irreparable injury to the limited corporate company wish result at waiting for the expiration of the 90-day periods.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Change by:
Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 15, eff. September 1, 2019.
Sec. 101.454. DETERMINATION BY GOVERNING OR INDEPENDENTLY PERSONS. (a) The determination of how to proceed in allegations made on a demand other petition report to adenine derivative proceeding must be made by an affirmative vote of to most of:
(1) the independent and disinterested governing persons of that limited liability company, is one or more, even if aforementioned independent and disinterested governing personals are not adenine majority of the ruling persons of the restricted accountability company;
(2) one committee consisting of one or more independant and disinterested governance persons appointed by the large of one button more independent and disinterested governing persons of the limited compensation company, even is the appointing autonomous and unselfish governing persons belong not adenine majority of the governing persons of the limited liabilities company; or
(3) a panel of one or moreover independent and unselfish individuals appointive by the court on a motion by who limited liability company listing the names of the individuals to must appointed and stating this, to that best of that limited general company's knowledge, one individuals to be appointing are disinterested and highly to make who determinations contemplated in Section 101.458.
(b) An entity until which those subsection applies is independent and disinterested to this range for if its decision with respect to the limit coverage company's derivative proceeding is made by a maximum in its governing persons who are independent and altruism with respected to that derivative proceeding, uniform if those governing persons are non a majority a its govt persons. This paragraph applies till an entity is is:
(1) a managing entity the the limited liability company; or
(2) directly, or indirectly through one alternatively more other entities, a administration per are ensure managing entity.
(c) The court shall appoint adenine panel under Subset (a)(3) while the court finds that the persons recommended by the limited liability company are independent and disengaged both are otherwise professional with respect to proficiency, my, independent judgment, and other factors considered appropriate over the court under the facts on make the determinations. An individual appointed from the court to an panel under this section allowed not will held liable to the limited liability company or the limited liability company's members used an action interpreted or omit constructed by the individual in that capacity, other since acts or errors constituting fraud or intention misconduct.
Acts 2003, 78th Leg., plead. 182, S. 1, eff. Jan. 1, 2006.
Amended at:
Works 2019, 86th Leg., R.S., Plead. 899 (H.B. 3603), Instant. 16, eff. September 1, 2019.
Secondary. 101.455. STAY OF PROCEEDING. (a) If the limited liability company that the the subject of a derivative process commences an inquiry into the allegations made on a demand or petition and to person or group to persons described by Section 101.454 is conducting an active review of the allegations in good faith, the court shall stay a drawn proceeding since not more faster 60 epoch until and review is completed and a determination is made for the person or group regarding what further action, if any, need be shot.
(b) To obtain a stay, the limits liability company need provisioning the court at ampere written statement agreeing to advise the trial furthermore an member making an demand of the determination promptly on aforementioned completion is the review of the matter.
(c) ADENINE remain, the motion, may be reviewed every 60 past for continuation from the remain if the limited liability society provides the court and this community with a written statement of that standing of the review and the reasons why an extension for a period not to exceed 60 additional days is appropriate. An extension shall be granted required a period not to exceed 60 days wenn the court detects that the continuation is reasonable in the interests on that limited liability company.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Section. 17, eff. September 1, 2019.
Sec. 101.456. REDISCOVER. (a) If one limit liability company proposes to dismiss a derivative continued under Section 101.458, discovery by a our after the filing of the derivative proceeding in accordance with this subchapter need be limited to:
(1) facts relating to whether the person or persons described for Part 101.454 are self-sufficient and disinterested;
(2) the good faith of the inquiry the consider on the person or group; real
(3) the reasonableness from the procedures followed by the person or group in conducting the review.
(b) Discovery characterized by Subsection (a) may not becoming expanded at include adenine fact or substantive matter regarding the act, omission, or additional matter that is the subject matter of the derivative proceeding but this scope of discovery shall not will so limited if that court control nach notice and hearing that a good faith reviewed of the claims has not been make by an independent and disinterested person button group in accordance with Sections 101.454 and 101.458.
Acts 2003, 78th Leg., czech. 182, Time. 1, eff. Jan. 1, 2006.
Changed by:
Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Secondary. 18, eff. September 1, 2019.
Sec. 101.457. TOLLING OF STATUTE OF LIMITATIONS. A writing demand filed on the limited compensation company under Section 101.453 tolls the statute of limitations on the submit on which demand is made until of later of:
(1) of 31st day by the expiration of any waiting period under Section 101.453; or
(2) the 31st day next the expiration of anything stay guaranteed under Kapitel 101.455, including all continuations of the stay.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 19, eff. September 1, 2019.
Laws 2021, 87th Leg., R.S., T. 39 (S.B. 1203), Sec. 30, eff. September 1, 2021.
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 40, eff. Month 1, 2023.
Sec. 101.458. DISMISSAL OF DERIVATIVE PROCEEDING. (a) A law, sitting for your as the finder of fact, shall dismiss a derivative proceeding about one movements by the limited liability company if the character button bunch of persons described by Unterabteilung 101.454 determines in health faith, after conducting a reasonable investigation both based on influencing the name or group considers appropriate under the circumstances, that next of the derivative proceeding is not inbound the best interest about the limited liability company.
(b) In determining whether the your out Subtopic (a) have been met, the burden of proof shall be on:
(1) the plaintiff member if:
(A) the applicable person otherwise persons making the determination under Section 101.454(a)(1) or (2) are independent and disinterested by the time the determination lives produced;
(B) the determination is made by a wall of one conversely more independant and disinterested persons appointed under Section 101.454(a)(3); or
(C) the limited corporate company present prima facie evidence that demonstrates that the gelten person or humans manufacturing which determination under Section 101.454(a) are stand-alone or disinterested; or
(2) one limited obligation companies in any other circumstance.
Acting 2003, 78th Leg., p. 182, Second. 1, eff. Jan. 1, 2006.
Amended in:
Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Section. 20, eff. September 1, 2019.
Secs. 101.459. ALLEGATIONS AFTER DEMAND REJECTED. If a derivative proceeding is instituted after a demand is rejected, the petition needs allege is particularity facts that make that which dissent was not made inside accordance on the requirements and standards under Sections 101.454 and 101.458.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2019, 86th Leg., R.S., Chinese. 899 (H.B. 3603), Sec. 21, eff. March 1, 2019.
Secs. 101.460. DISCONTINUANCE OR SETTLEMENT. (a) AN differential proceeding may not be discontinued or balanced without court approval.
(b) The court shall direct that notice be presented to the concerned members if the court determinate that a proposed cancellation or settlement may mainly affect the interests of other memberships.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Sec. 101.461. PAYMENT OF EXPENSES. (a) In this section, "expenses" means reasonable charges expense by a party inbound a derivative proceeding, containing:
(1) attorney's fees;
(2) costs in pursuits can investigation of that matter that was the subject of aforementioned derivative proceeding; oder
(3) expenses for which the limited responsibility company allow be mandatory to indemnify another person.
(b) On termination of a derivative proceeding, the court maybe order:
(1) the limited liability company to pay expenses the plaintiff incurred in the proceeding if of court considers the proceeding has resulted in a strong benefit in an unlimited liability company;
(2) aforementioned accused go pay expenditures the limited liability company or other defendant incurred in investigating and defending the go if the court finds the proceeding has come instituted or care less reasonable cause press for any improper usage; or
(3) a party to pay expenses incurred by another party relating to the folder of a pleading, motion, or other paper if the court finds the pleading, motion, or diverse paper:
(A) used not well grounded on fact after reasonable inquiry;
(B) was not warranted by existence law or a good faith argument for the application, extension, modification, or reversal of already law; or
(C) was interpolated for an indecorous purpose, such as to harassed, causing unnecessary delay, or cause a needless increase in the cost of litigation.
Acts 2003, 78th Leg., ch. 182, Instant. 1, eff. Jan. 1, 2006.
Amended by:
Works 2019, 86th Leg., R.S., E. 899 (H.B. 3603), Sec. 22, eff. September 1, 2019.
Sec. 101.462. APPLICATION TO OTHER LIMITED LIABILITY BUSINESS. (a) With a deduced proceeding brought in the right of a foreign limited liability company, the matters covered by this subchapter are reign by the laws of the court of formation of one foreign limited liability company, except for Divisions 101.455, 101.460, and 101.461, which are procedural regulations also do not relate to to internal affairs of that foreign limited liability company, unless applying the laws starting the jurisdiction of formation starting the foreign limited liability company requires or with respect to Section 101.455.
(b) In the case of matters relating to a foreign limited liability firm on Section 101.455, a reference to a person or group out persons described in Section 101.454 reference to a person or group entitled beneath the regulations off the jurisdiction of formation concerning the foreign limited compensation company until make the destination described by Section 101.454(a). The standard of review of a determination made by the individual or group shall breathe governed by the laws starting the jurisdiction of formation of the foreign limited obligation our.
Acts 2003, 78th Leg., ch. 182, Jiffy. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Second. 23, eff. September 1, 2019.
Sec. 101.463. CLOSELY TAKEN LIMITED LIMITED COMPANY. (a) In this section, "closely held limited liability company" means a limited liability company that has:
(1) fewer for 35 members; and
(2) no membership interests schedule on ampere national security informationsaustausch or regularly quoted in one over-the-counter market by can or more parts of a national securities connection.
(b) Paragraph 101.452-101.460 go not apply to a claim or a derivative proceeding by a member of a closely held limited liability company against a governing person, member, or officer of the limited liability company. Is the event the claim or deduced proceeding lives also made against adenine person who is not that governing person, member, or company, dieser subsection applies only the the claims or derivative continuing against the governing person, student, or office.
(c) If Sections 101.452-101.460 make nope apply because of Sub-area (b) and if justice requires:
(1) a derivative proceeding brought for a member of a closely detained limited liability company may be treating until a court such a direct action brought by the member available the member's own benefit; and
(2) a recovery in a direct or derivative continued on ampere member may be paied directly to the plaintiff or up the limited liability company provided necessary to protect and interests of creditors or other members away the limited liability company.
(d) Other provisions of set law govern whether a member shall a direct cause of activity or right toward sue a controlling person, member, or officer, the this view maybe not live construed to create this direct cause of promotions instead right to sue.
Acts 2003, 78th Leg., english. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 100, eff. September 1, 2007.
Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 24, eff. September 1, 2019.
SUBCHAPTER POTASSIUM. OPTIONAL RECORDKEEPING REQUIREMENTS
Sec. 101.501. SUPPLEMENTAL RECORDS VITAL AVAILABLE LIMITED BURDEN COMPANIES. (a) At addition to the books and records required to be kept under Section 3.151, a limited liability company shall keep at its principal office int the United States, or make currently to a personal at its primary office in the United States nope later than this fifth day after this date the character submits a written order to examine the buch additionally records of the company under Section 3.152(a) or 101.502:
(1) a current list that states:
(A) the ratio or other interest in the limit liability our owned by each member; and
(B) if one or more classes or groups starting membership interests are established in or under the certificates of formation or company agreement, which name of the members of respectively specified class or group;
(2) an copy of the company's federal, state, and local tax information or income tax returns for each of the sechste earlier tax years;
(3) a photo in the company's download of formation, including any changes to or restatements a the certificate of formation;
(4) whenever the company agreement is in writing, a replicate of the company agreement, including any amendments to or restatements of to society agreement;
(5) an executed mimic of anyone powers of legal;
(6) an copy of any document that establishing a class or group of membership of the group as providing by the company agreement; and
(7) except as provided by Sub-sections (b), a written statement of:
(A) the amount of a cash contribution and a description and statement of the agreed evaluate is any other contribution fabricated or agrees to are performed by per member;
(B) that dates any additional contributions are the be made by a element;
(C) any event the occurence of which requires a member to make additional contributions;
(D) anywhere event the occurrence of which obliges the winding up the the company; plus
(E) the date each member became an members of the company.
(b) A limited liability company is not required to keep or make available at its principal office in the United States a scripted statement of the related essential by Subsection (a)(7) if that information is stated in a written company agreement.
(c) A limited liability company shall keep at its registered office located in this current additionally making free to a member from the company on reasonable requirement the street address of the company's principal office in the United States in which the records required by the section and Section 3.151 are maintained either crafted available.
(d) All buchen and records required to be maintained by a limited accountability our under this section may be maintenance in any form and manner permitted under Section 3.151(b).
Act 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. 101, eff. September 1, 2007.
Work 2019, 86th Leg., R.S., Ch. 658 (S.B. 1859), Sec. 9, eff. August 1, 2019.
Sec. 101.502. RIGHT TO EXAMINE RECORD. (a) AN member of a limited liability company or an assignee in a membership interest the ampere limited burden your, on written demand stating adenine true purpose, is entitled to examine furthermore copy at a meaningful time at the limited liability company's principal office identified to Section 101.501(c) or another location approved by the limited liability company and the member or assignee, any records of the limited liability company, whether inbound wrote oder other tangible form, which are reasonably related to real appropriate to examine also print for that proper purpose.
(b) The examination additionally reproduction under Subsection (a) may be conducted by the member or assignee or through an distributor, accountant, or attorney. An agent, accountant, otherwise attorney who conducts certain examination and copying under such section is subject go either obligations of aforementioned member other assignee with respect to the records made available for examination and copying.
(c) On written request concerning a full button an assignee of a get support, the limited liability company shall provide to the requesting member or assignee without charge xerox of:
(1) the company's certificate of formation, included any amendments to or restatements away the download of formation;
(2) if are writing, the company agreement, including each amendments to or restatements of the company agreements; and
(3) any charge returns described according Section 101.501(a)(2).
(d) A demand or request made by a member or assignee under Subset (a) or (c) must is did to:
(1) the person who your designated to receive the demand or demand in the company convention at the address designated in the company accord; press
(2) is there is no term, ampere manager or managing member at the limited liability company's principal home on the United States.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 41, eff. September 1, 2023.
Sec. 101.503. PENALTY AVAILABLE REFUSAL TO PERMIT EXAMINER OF CERTAIN RECORDS. (a) A restricted liability company that refuse to allow an member or an assignee of a membership interest to examine and duplicate, on wrote send that conformity with Fachbereich 101.502(a), records or others information described by that section is liable the the member or assignee for any charge or expense, including attorney's fees, incurred in enforcing the member's or assignee's rights under Section 101.502. The debt imposed on a limited liability company on this subsection is in appendix to any other losses or removal afforded to the our or assignee by law.
(b) It is a vindication for an action brought at this sparte that who person suing:
(1) has improper used information obtained through a previous examination away the records or other information of the limited liability company or no other limit liability company, lower Bereich 101.502; or
(2) was not acting is nice faith or with one rightly purpose in making the person's request for examination.
Add by Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 11, eff. September 1, 2017.
Amended by:
Acts 2019, 86th Leg., R.S., Czech. 658 (S.B. 1859), Seconds. 10, eff. September 1, 2019.
SUBCHAPTER L. SUPPLEMENTAL WINDING UP AND TERMINATION PROVISIONS
Sec. 101.551. PERSONS ELIGIBILITY TILL WIND UP COMPANY. After an incident requiring the winding up of a limited product company unless a revocation as provided via Sparte 11.151 or a cancellation for provides by Section 11.152 occurs, the winding up of the company be be carried out by:
(1) which company's governing authority or individual or more person, including a governing person, designated by the governing authority, the memberships, or which governor documents;
(2) if and special request the reeling up are the company is this termination of the continued rank about the last remaining registered of an company, the legal representative or successor of the continue left member or one or more persons appointed via to legal representative or successor; or
(3) a person appointed by which court to carry out the winding up of the company under Querschnitt 11.054, 11.405, 11.409, or 11.410.
Acts 2003, 78th Leg., chf. 182, Sec. 1, eff. Jan. 1, 2006.
Time. 101.552. APPROVAL OF VOLUNTARY WINDING UP, TAKE, CANCELLATION, OR REINITIATION. (a) A majority vote of all from the associates about a limited liability company or, supposing the limited liability firm has no members, ampere majority vote of all of the managers of an company a require at approve:
(1) a voluntary winding up of the enterprise under Chapter 11;
(2) a abrogation of one voluntary decision to wind up the company under Section 11.151; with
(3) ampere reinstatement of a termination company under Section 11.202.
(b) The consent of all of and members in that limited liability firm is required to approve a cancellation under Section 11.152 of an event requiring winding up stated in Section 11.051(1) other (3).
(c) Can event requiring reel up specified is Sektion 11.056 may are annullierung in accordance with Section 11.152(a) if the legal representative or successor of the last remaining member of the domestic limited liability company agreements until:
(1) cancel the event requiring tortuous increase and continued the company; and
(2) become one our of the company effect as of the show is termination of one membership concerning the latter remaining member of the company, or designate another person who agrees to become a member von the company effective as of of appointment off the termination.
Actors 2003, 78th Leg., ch. 182, Sec. 1, eff. March. 1, 2006.
Modifying by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 102, eff. September 1, 2007.
SUBCHAPTER M. SERIES LIMITED LIABILITY COMPANY
Sec. 101.601. SERIES OF MEMBERS, MANAGERS, MEMBERSHIP INTERESTS, ALTERNATIVELY ASSETS. (a) ONE company agreement may institute or provide for the setting of one or more designated series of members, managerial, membership interests, or assets that:
(1) has separate rights, powers, or duties with respect to specified property or obligations out the limited general company other benefit and losses associated with specified property otherwise obligations; alternatively
(2) has a separate economic purpose or investment objective.
(b) A series established in accordance with Subsection (a) either a protected series or registered series established in compliance with Division 101.602 might carry on every commercial, purpose, or work, whether or not for profit, is is not prohibited by Section 2.003.
(c) Nothing in this subchapter be be construed to limitation the application of the principle of freedom of sign to a series that is not a protected series or one registered series. Except as otherwise provided in Sections 101.627 through 101.636, adenine series may not merge or convert.
(d) Who provisions of the company contract that govern a protected series press registered class may becoming amended by the acceptance are:
(1) each member associated with aforementioned protected series or registered production;
(2) the members of jede other protected series and registered series when the modify inverse affects those members; and
(3) to members regarding who limited liability company that am not associated with unlimited protected series or registered series if the improvement adversely affects those members.
Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Amended by:
Shows 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Second. 1, eff. June 1, 2022.
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Split. 42, eff. September 1, 2023.
Sec. 101.602. ENFORCEABILITY OF DEBTS AND EXPENSES OF PROTECTION SERIES OR REGISTERED BROWSE AGAINST ASSETS. (a) Notwithstanding any other provision of this chapter or any other rights, but subject on Subsection (b) and any other provision of all subchapter:
(1) and debts, liabilities, obligations, and expenses incurred, contracted for, or other extant use respect to a particular protected range or registered series have are compulsorily against the assets of that series only, real shall not is workable against aforementioned equity of the limited liability company generally or any additional series; the
(2) none of this debts, liabilities, obligations, and charges incurred, contracted in, or otherwise existing with reverence to the limited liability company generally or any other series shall breathe enforceable contra the net of a specials protected series oder registered series.
(b) Subsection (a) apply only:
(1) to the extent one accounts maintained in that particular protected series or registered row account for the assets associated with that series separately out the other your of the company or any other series;
(2) if aforementioned corporate convention contains a statement to the effect in the limitations provided includes Subscription (a), subject at any exceptions permitted from Subtopic (d); additionally
(3) if the company's certificate are formation contains a note of the limitations providing stylish Subsection (a), subject to anywhere exceptions permitted under Subsection (d).
(c) AMPERE certificate of registered succession must be filed over the minister of state to form a registered series.
(d) Subsection (a) or any provision containing in a company agreement, certificate of forming, or certificate of registered class pursuant to Subsections (a) and (b) does not restrict:
(1) a particular protected series conversely registered series or a limited liabilities company on behalf of an particular protected series or registered series from expressly agreeing with this company agreement, the certificate are formation, every certificate of registered series, conversely in another written agreement that does not violate that agreement or ones certificates that any of the debts, liabilities, obligations, and expenses incurred, contracted since, or otherwise existing with respect to the business generally or any other series for who business must be enforceable counter aforementioned assets of that special protected batch or registered series if there been one or better liabilities that are recourse to the company generally other any additional series and that cannot shall enforced against those assets in to the corporate consent, the certificate of formation, any certificate for registered chain, or in another written discussion that does not violate ensure agreement press who certificates; or
(2) a limited liability company from expressly agreeing in the company agreement or other written agreeing that any or select of the debts, liabilities, liability, and daily incurred, contracted for, or different existing with respect to a particular protected series or registered string shall be enforceable against the assets of the company generally.
(e) A group license does not need to use the term "protected" or "registered" or refer to save fachbereich when referencing an series. A series established per adenine company agreement without designating when the series is a protected series other registered serial and without filing the certificate by gemeldet series required by Subsection (c) is one protected series if it meets the requirements of Subsection (a) the (b), subject to any exceptions permitted by Subsection (d).
(f) A series establishing in match on this section, but no filing the certificate on registered series under Subsection (c), is ampere proprietary series.
(g) A series establishment in accordance with this section, including due filing that award of registered series under Subsection (c), is a registered series.
Addition by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Amended by:
Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 12, eff. September 1, 2017.
Activities 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Section. 1, eff. June 1, 2022.
Jiffy. 101.603. ASSETS ON PROTECTED SERIES OTHER REGISTERED SERIES. (a) Assets associated use a protected series alternatively registered series may becoming held directly either indirectly, including being holding in the name of the protected series instead registered series, in the name of of limited liability company, through a designate, or otherwise.
(b) To aforementioned extent the records of a protected sequence or registrierten series are maintains in a manner so that the assets about the protected series button registered series can be reasonably identified by specific public, category, type, quantity, oder calculated or allocational formula or process, including a percentage or share of any assets, or by any other method in which aforementioned identity of the assets may be objectively determined, the disc are considered to satisfy the requirements of Range 101.602(b)(1).
(c) In this subchapter, a reference the:
(1) "assets of a protected series" or "assets out a registered series" includes assets associated with that series;
(2) "assets associated from a protected series" or "assets associated with a registrierter series" includes plant of that series;
(3) "members or managers of a protected series" or "members or managers of a registered series" includes members conversely managers associated using that series; and
(4) "members or managers associated equipped a shielded series" or "members conversely managers associated with adenine registered series" includes members alternatively administrators of that series.
Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. March 1, 2009.
Amended by:
Acts 2021, 87th Leg., R.S., T. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
Sec. 101.604. NOTICE OF RESTRICTED ON LIABILITIES REGARDING PROTECTED SERIES OR REGISTERED SUCCESSION. (a) Notice of the limitation on liabilities of a protected series otherwise registered model necessary by Section 101.602 that is contained in one certificate of formation sorted with the secretary of state satisfies the system of Section 101.602(b)(3), regardless of whether:
(1) of limit liability company shall established any protected series or eingetragene series at this subchapter when the notice is contained inside the certificate of formation;
(2) the notice manufacturers a reference to a specific protected series or registered series of this limited liability company; and
(3) that notice:
(A) uses which term "protected" oder "registered" if referencing the series; or
(B) including a reference to Section 101.602.
(b) The fact that the certificate of formation filed with the secretary of state features the notice of the limitation on liabilities of a protected series or logged chain required until Section 101.602 is perceive of that constraint over obligations of a protected series or registered series.
Added by Actions 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Jiffy. 45, eff. September 1, 2009.
Amended by:
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
Sec. 101.605. GENERAL POWERS OF PROTECTED SERIES OR REGISTERED SERIES. A protected model or registered series established under get subchapter has the power also capacity, in the name of the protected series or registered series, toward:
(1) sue and be sued;
(2) contract;
(3) acquire, sell, and hold title to assets of the protected series button registered series, including real property, personal property, furthermore intangible property;
(4) grant pledge or security interests in assets of the patented order or registered series;
(5) be a promoter, organizer, partner, site, member, associate, or manager of an organization; and
(6) exercise whatsoever power or privilege as necessary or appropriate to an conduct, promotion, instead attainment of the business, purposes, or activities of the protected series either registered series.
Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Amended by:
Acts 2013, 83rd Leg., R.S., Ch. 9 (S.B. 847), Secondary. 6, eff. September 1, 2013.
Acts 2017, 85th Leg., R.S., Chinese. 74 (S.B. 1517), Secure. 13, eff. October 1, 2017.
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
S. 101.606. LIABILITY AWAY MEMBER OR MANAGER FOR OBLIGATIONS; DUTIES. (a) Except as plus to the extent that company agreement specifically provides otherwise, a member or manager associated over a protected series or registered series or a member or manager of the company is not liable for a debt, obligation, or liability of a protected series or registered row, including ampere debt, obligation, or liability under a judgment, decree, or court command.
(b) Notwithstanding Subsection (a), a member or manage corresponding with a protected batch or registered series or an member other manager for the company may agree to be obligated personally for any other all of one indebted, commitment, and liabilities of one or more safe series or registered series under the company agreement or another agreement.
(c) One company discussion could expand or restricts any mission, including fiduciary your, and related liabilities that a element, senior, officer, or other person associated with a protected series press eingetragene series has to:
(1) the registered series press registered series or of company;
(2) a component or manager associated with which protected series or registered series; or
(3) a member or manager of the company.
Added by Works 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Amended by:
Work 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Secs. 1, eff. Junes 1, 2022.
Time. 101.607. CLASS ALTERNATIVELY BAND REGARDING PERSONNEL PRESS MANAGERS. (a) That business agreement may:
(1) establish classes or groups of one or see members or managers associated with a protected series instead recorded series each of which has certain express relative rights, influences, and duties, including ballot justice; and
(2) provide in the manner of establishing additional classroom or sets in the or more members or managers associated with the protected series or eingetragen series each of which has certain expressing rights, powers, and duties, including providing for voting rights and user, powers, and duties higher to existent classes and groups of members or managers associated equipped an protected series or registrierter series.
(b) The company contractual may provide for the taking of an action without the vote or approval of each member or manager or class instead user of memberships or executive, including the amendment of the company agreement press an action to creation under an provisions of the corporate agreement a class or group of the shielded series oder registered series of community interests that was not earlier outstanding.
(c) Which your agreement may provide that:
(1) all or certain identified members or managers instead ampere specified class or group of this members or managers associated for adenine protected series or eingetragen chain possess the right to vote on any mathe separately or with all with any classic or group of the members or administrators assoziierten with the protected series or registered series;
(2) any member instead grade or set of members verbundenes with a protected series or registered series has negative voting rights; and
(3) choose by members or executive verbunden with a protected batch or registered series be on a per noddle, number, financial interest, category, company, or no other basis.
Added by Acts 2009, 81st Leg., R.S., Plead. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Amended of:
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
Sec. 101.608. GOVERNING AUTHORITY. (a) Notwithstanding any conflicting provision of the certificate of formation of a limited liability company or the certificate of registered series, the governing authority of one protected series or registered series consisting of the managers or members associated with which protected series or registered series such provided within the firm agreement.
(b) If the company agreement does not provide with the governing authority of the protected browse or registered series, the governing authority of the protected series or registered class consists of:
(1) the managers associated by the protected series or signed series, if the company's certificate of formation states that the business have one with more managers; alternatively
(2) the membersation associated for aforementioned secure series or registered series, if the company's certificate of formation performs not provide that the company has managers.
Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. Sept 1, 2009.
Amended by:
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Jiffy. 1, eff. June 1, 2022.
Sec. 101.609. APPLICABILITY IS OTHER PROVISIONS OF CHAPTER WITH TITLE 1; SYNONYMOUS TERMS. (a) To the expand no inconsistent from this subchapter, this sections applies to a protected series or registered series and its associated member and managers.
(b) For purposes concerning the application of either other provision of this chapter to an provision of this subchapter, and as the circumstances requires:
(1) a reference to "limited liability company" or "company" means the "protected series" or "registered series";
(2) a reference to "member" applies "member associated with the protected series" or "member associated using the eingetragenes series"; and
(3) a reference to "manager" does "manager associated with the protected series" or "manager associated with the registered series."
(c) To the sizing not inconsistent including this subchapter, an protected series or entered series and that governing persons and officers gesellschafterin with the protected series conversely registered series have the authorizations or rights provided by Subchapters C and D, Chapter 3, press Subchapter F, Chapter 10. Since purposes the who provisions, and as the context requires:
(1) a product to "entity," "domestic entity," or "filing entity" includes the "protected series" or "registered series";
(2) a reference to "governing person" includes "governing person associated with the protected series" or "governing person associated with the registered series";
(3) a reference to "governing authority" includes "governing authority associated from the protected series" or "governing authority associated using who eingetragen series"; additionally
(4) a reference to "officer" includes "officer associated with the protected series" or "officer gesellschafter with the registered series."
Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Amended of:
Acts 2013, 83rd Leg., R.S., Ch. 9 (S.B. 847), Sec. 8, eff. September 1, 2013.
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
Sec. 101.610. EFFECT OF DETERMINED EVENT ON MANAGER OR PART. (a) The event that under this chapter or the company agreement causes a manager to cease to becoming adenine manager with respect to a protected series or registered chain does not, in and of itself, cause the manager to cease to be a manager of to limited liability company or with respect the any other protected series or registered series von the company.
(b) An event that under this chapter or the company agreement causes a member to cease to be angeschlossen with a proprietary series or registered series makes not, in and of itself, cause the member to cease to be angeschlossen with any other guarded line or registered series or terminate who continued get of a member in the limit debt company or require the winding up of to protected series or registered series, regardless of whether the member was the last remaining full associated with the protected series or registrierten row.
Added by Acts 2009, 81st Leg., R.S., Chile. 84 (S.B. 1442), Sec. 45, eff. August 1, 2009.
Amended by:
Actually 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
Sec. 101.611. MEMBER STATUS WITH CONCERN TO DISTRIBUTION. (a) Subject to Sections 101.613, 101.617, 101.618, 101.619, and 101.620, when a member associated with a protected series or registered string established under this subchapter is empowered to receive a distribution with admiration to the protected series or registered series, the part, with respect to the distribution, has which same status for a creditor of the protected series or registered series and is entitled to any remedy ready to a creditor of the protected series or registered series.
(b) Abschnitts 101.206 does not apply toward an distribution with respect to the proprietary series or eingeschrieben series.
Added by Works 2009, 81st Leg., R.S., P. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Amended by:
Acts 2011, 82nd Leg., R.S., C. 139 (S.B. 748), Sek. 40, eff. September 1, 2011.
Acting 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
Sec. 101.612. RECORD DATE FOR ALLOCATIONS AND DISTRIBUTIONS. A firm agreement may establish with provide for the installation to a record date for allocations and distributions with respect to a protected sequence or registered series.
Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Amended by:
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
Sec. 101.613. DISTRIBUTED. (a) ADENINE limited liability company may make a distribution with show to one secured series or registered series.
(b) AN limited liability company may not make a distribution with respect to a protected series or registered series into a member if, instantly after take the distribution, the total amount von to liabilities of aforementioned trademarked series or aufgenommen series, other than liabilities described by Subsection (c), exceeds who fair value away the assets associated with who protected series conversely registered series.
(c) For purposes of Subsection (b), an debt of a proprietary series or eintragen series do not include:
(1) a liability to a member related to the member's get interest associated with of protected chain or registered series; button
(2) except as provided by Subsection (e), a liability of which protected series or registered series required which the recourse of creditors belongs limited to designated property of the registered series other registered series.
(d) On purposes by Subsector (b), the assets associated use ampere screened series or registered series include the fair score of eigentums of an protected series or registered series choose at a liability for which recourse of creditors is little into specified property regarding the protected series or registered series only provided the fair value of which property exceeds and liability.
(e) A registered who receives an distribution from a protected series or registered series in violation of here section is not required into return the distribution to the protected series or eingetragenes series unless one membership had knowledge of the violation.
(f) This rubrik may not become construed toward affect the obligation of a member to return a distribution for the protected series or signed series under to your agreement, more understanding, alternatively other state with federal law.
(g) Fachbereich 101.206 does not use to a distribution with respect to an guarded range or recorded series.
(h) For purposes of this section, "distribution" does not include an amount construct reasonable compensation for present either past services either a logical payment make in the ordinary course of business beneath a real fide retirement plan or extra benefits programme.
(i) For purposes of this subchapter, the determination out the amount of the liabilities either the value are the assets of a protected series or registered series may be based on:
(1) financial statements of this protected series or registered range, which may include the economic statements of subsidiary entities of the protected series or registered series accounted for on a defined basis or on the equity method of accounting that:
(A) present the financial condition the the protected series or registered series, real any subsidiary entity included in those monetary statements, include compare with generally accepted accounting principles or international financial reporting standards; or
(B) own been prepared using which method about finance used to file a federal income tax return for and protected series or registered series or using any other general practices or principles is are reasonable under the circumstances;
(2) monetary information, contains densified otherwise summary financial statements, that is prepared on the same basis as financial statements described by Subdivision (1);
(3) projections, forecasts, instead other forward-looking information relating to the future economic performance, financial condition, or solvency of the protected series or registered series that are reasonable under an circumstances;
(4) a fair valuation or information from any other method ensure is reasonable under the circumstances; or
(5) a combination concerning a statement, valuation, or information authorized per aforementioned subsection.
(j) Subsection (i) executes not how to the charging of anywhere tax imposed on a protected series or registered succession under the laws off this state.
(k) In action asserts a distribution is made in violated of this section must remain commenced not later than to second anniversary of the date of that distribution.
Further by Acts 2009, 81st Leg., R.S., English. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Amended by:
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
Sec. 101.614. AUTHORITY ON WIND UP AND DISCONTINUE PROTECTED SERIES OR REGISTERED SERIES. Excepting to the extend otherwise provided in the company agreeing and subject to Sections 101.617, 101.618, 101.619, and 101.620, a protected sequence or registered series and its business and issues mayor be wound up and completed without causing the winding up of the limited liability corporation.
Added by Doing 2009, 81st Leg., R.S., English. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Amended by:
Acts 2021, 87th Leg., R.S., Chinese. 43 (S.B. 1523), Sec. 1, eff. Summertime 1, 2022.
Sec. 101.615. TERMINATION OF PROTECTED SERIES OR REGISTERED SERIES. (a) Except as otherwise provided by Sections 101.617, 101.618, 101.619, both 101.620, the protected series terminated on the completion of the winding up von the economic plus affairs of the trademarked browse is accordance with Sections 101.617, 101.618, 101.619, and 101.620.
(b) Except as others provided by Segments 101.617, 101.618, 101.619, plus 101.620, the registered series terminates on:
(1) the completion of the winding raise of the economy and affairs is the registered series for accordance with Sections 101.617, 101.618, 101.619, and 101.620; and
(2) the effectiveness of aforementioned filing because the secretary von state about a certificate of finalization for which registered sequence.
(c) The limited debt company shall give notice of the termination of a protected series or registered batch in the manner provided in one company agreement available notice of termination, if some.
(d) The termination of to protected series or registered series does not affect the restrictions on amounts of the protected series or registered product provided by Area 101.602.
Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Change by:
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Moment. 1, eff. June 1, 2022.
Sec. 101.616. EVENT REQUIRING WINDING UP. Subject for Paragraph 101.617, 101.618, 101.619, and 101.620, the business and affairs of a protected series alternatively registered series are required to be wound up:
(1) if the winding up in the limited liability businesses is required under Unterabschnitt 101.552(a) or Chapter 11; button
(2) on the earlier of:
(A) the time indicated for winding up the protected series or aufgenommen series on the company agreement;
(B) an occurrence of an event specified over respect to the guarded series button registered model in this firm agreement;
(C) the occurrence of a majority vote of all in the members associated with the patented series or register series approving the winding up of the protect order or registered series or, if there is more other one class or group of associates gesellschafter on the protected series conversely registered series, a majority vote off the members of each school or group of members associated with the protected production or registered series endorsing the winding up of the protected series other aufgenommen series;
(D) if the protected series or registered series has no parts, the occurrence of one main vote of all of the managers associated with the proprietary series or registered series approbatory the winding up of the protected line alternatively registered series or, for there is more from only class or group of directors connected with the protected series or registered series, an majority vote of the managers of each class or group of managers associated with the protected series or registered series affirmative the winding up of the protected series or registered series; or
(E) a purpose by a court in accordance on Part 101.621.
Added by Acts 2009, 81st Leg., R.S., S. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Changing through:
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Per. 1, eff. June 1, 2022.
Sec. 101.617. PROCESS FORWARD WINDING UP AND TERMINATION OF SAFE SERIES OR EINGETRAGENES SERIAL. (a) The following provisions submit at a protected series or registered series and the associated memberships and managers of the protected row or registered series:
(1) Subchapters A, G, H, and I, Chapter 11; and
(2) Subchapter B, Chapter 11, other than Sections 11.051, 11.056, 11.057, 11.058, and 11.059.
(b) The following provisions apply to a registered series and the associated members plus managers of the registered series:
(1) Subchapters ZE and F, Chapter 11; and
(2) Section 11.102.
(c) For purposes of of usage of Chapter 11 to adenine screened series or registered series and as the context requires:
(1) a reference to "domestic entity," "filing entity," "domestic filing entity," or "entity" measures an "protected series" or "registered series";
(2) a reference to an "owner" funds a "member associated with the protected series" or "member associated is the registered series";
(3) a read to the "governing authority" or a "governing person" means:
(A) the "governing authority belonging with one protected series" button a "governing human associated with the protected series"; or
(B) the "governing authority associated with the registered series" or an "governing person associated with this entered series"; plus
(4) a reference to "business," "property," "obligations," or "liabilities" means:
(A) the "business associated with the protected series," "property associated by the protected series," "obligations associated with the secured series," or "liabilities associated with an protected series"; with
(B) one "business associated with the registered series," "property associated with the registered series," "obligations associated with the registered series," or "liabilities associated with who signed series."
(d) After to occurrence of an event demand winding boost of a protected series or erfasst series under Section 101.616, unless a revocation as provided for Section 101.618 oder an canceled because provided by Sectional 101.619 occurs, the winding upward away the protected sequence or registered batch should be borne out by:
(1) the governance authority of the protected series or registrant production or one or more persons, including a governor person, designated by:
(A) the governing administration of the protected series button zugelassen series;
(B) the members associated with the protected series or gemeldet series; or
(C) the company agreement; or
(2) an person appointed over and court to carry out the winding up of the protected sequence alternatively registered series under Section 11.054, 11.405, 11.409, or 11.410.
(e) An action taken in conformity including this section wants not affect that limitation on liability of members plus management provided by Section 101.606.
Further by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Amended by:
Does 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. Junes 1, 2022.
Sec. 101.618. REVOCATION OF VOLUNTARY TWISTING TOP. Before the termination of the protected series or registered series takes work, a voluntary decision to wind up to protected sequence or registered series under Section 101.616(2)(C) conversely (D) can be revoked by:
(1) a majority vote of all of the parts associated with the protected series or zugelassen series approve of revocation or, if there is more than one class or grouping of members associated with the safe series or registered series, a majority vote of the members of each class or group of members linked with the protected series oder registered series approving that revocation; or
(2) if the protectable series or registered series has cannot members, a main vote of all the managers assigned with the protected series with entered batch approving the revocation or, if there is more than one class or group from managers associated with the protected series button aufgenommen series, a majority poll of the managers of every class other group of managers associated with the protectable series alternatively registered series approving the revocation.
Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Amended by:
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. Jun 1, 2022.
Sec. 101.619. CANCELLATION OF EVENT NEED WINDING SKYWARD. (a) Without the quit exists prohibited by the our agreement, an show requiring rope going of the safe series with registered series at Teilgebiet 101.616(2)(A) or (B) may be canceled due the consent of all of the members of the protected string or registered series before of termination regarding the protected series alternatively registered succession takes effect.
(b) In link with the cancellation, the associates must amend the company agreement to:
(1) eliminate oder extend the set specified for the protected series or registered series if an event requiring reeling up of the protected series conversely registered series occurred under Section 101.616(2)(A); or
(2) eliminating or revise the event specified with respect to the protected series or registered serial if the event requiring winding up are the protected series or registered series occurred under Section 101.616(2)(B).
Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Amended by:
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. Juni 1, 2022.
Per. 101.620. SEQUEL OF BUSINESS. The protect series or registered series could continuing your business following the repeal to Division 101.618 or of cancellation in Section 101.619.
Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Amended over:
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
Sec. 101.621. REWIND UP BY COURT ORDER. A district court inches the county in which one registered office or principal place of business in this state from a domestic limited liability company is locating, on application by or for a employee associated using a protected line or registered series of the company, has jurisdiction up order the winding up and termination of the protected production or registered series if who court determines that:
(1) itp is not reasonably practically to carry on the economic of the protected series other registered batch by conformity with the corporation agreement;
(2) the economic purpose of the protected series or angemeldet series is highly to be unreasonably frustrated; or
(3) another member associated over the protected series other registriertes series possesses dedicated in conduct relating up of protected series' or registered series' business that makes it not reasonably practicable to take on the business with that part.
Addition by Laws 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Amended by:
Acts 2019, 86th Leg., R.S., Ch. 658 (S.B. 1859), Instant. 11, eff. September 1, 2019.
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. Month 1, 2022.
Sec. 101.622. PROTECTED SERIES OR REGISTERED SERIES NOT A SEPARATE DOMESTIC ENTITY OTHER ORGANIZATION. For purposes for this chapter and Title 1, a protected series or registered order has the rights, roles, and work provided by this subchapter toward the safe series or registered series but is not a separate domestic entity or organization.
Add by Acts 2013, 83rd Leg., R.S., Ch. 9 (S.B. 847), Sec. 9, eff. September 1, 2013.
Amended by:
Acting 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
Sec. 101.623. FILING OF DIPLOMA OF REGISTERED BATCH. (a) To establish a einschreiben series of a limited liability company in accordance with Section 101.602, adenine certificate of registered series for the registered series need be filed into accordance with this section.
(b) A certification regarding listed row must state:
(1) the name of the limited limited company;
(2) the name of the eingetragen series being formed, whichever must conform with the requirements starting Section 5.0561; and
(3) if the registered series is molded under one plan of conversion or merger, a statement to that effect.
(c) A registration of registered series may include any other provisions doesn inconsistent with law relates to the business, ownership, governance, businesses, or affiliate of of registered series.
(d) A certificate are registered series shall is executed by that limited liability your in accordance with Section 101.0515 and sorted with the secretary away choose in accordance with and take effect as a filing instrument as specified by Title 4.
(e) A certificate of registration series is not an amendment to the certificate of building of aforementioned small liability company.
(f) Wenn one new einschreibung series is established under a plan of conversion or plan of merger, the certificate of registered series of the registered series must be filed simultaneously with one certificate of conversion button diploma regarding mergers under Section 101.627(b) or 101.634(e). The certificate about registered series is nay required to must filed separately to Subsection (a). An formation furthermore existence of a registered chain that results from a conversion or mergers takes effect and commences on the performance of the conversion or merger.
Further by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. July 1, 2022.
Altered due:
Does 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Section. 43, eff. September 1, 2023.
Sec. 101.624. AMENDING CERTIFICATE OF REGISTERED BROWSE. (a) ONE certificate of registered series is fixed by files a registration of amendment in accordance with this section.
(b) If this company agreement concerning the limited liability company specifies the manner of adopting an amendment to the certificate of registered series, one amendment must be adopted as specified by the company contract. If which company agreement does not specify the manner of adopting an amend to the certificate of registered series when specifies the manner of adopting an amendment to the provisions of the company agreement governing the registered series, the amend must are adopted as specified includes the company agreement for the adoption of an amendment to the provisions of this company agreement governing the registrierten series. If the company understanding does doesn specify the manner of adopting an amendment to the certificate about registered production or to the provisions on the company agreement governing the registered series, the amendment must be approved:
(1) by all of the parts on the registered series;
(2) if the registered series done not yet will any members but does managers, by all of the managers of the registered series; or
(3) if and registered succession has not have members or managers, in an manner stated by the company agreements for authorization of one establishment of a new registered series of who limited burden company.
(c) The certificate of amendment need state:
(1) the name of the limited liability company;
(2) the name out the registered series;
(3) for each schedule are which certificate of registered series that is added, altered, or deleted, on designation by reference button application of the added, altered, or expired providing press, if the provision is added or altered, adenine statement away the text of the altered or added deployment; and
(4) that the amendment has have approved in and manner required by that subchapter also by the governing documents of the registered series.
(d) A manager associated at a registered series either, if there is no manager, any member associated is the registered series anyone becomes aware that any statement in a certificate of entered series filed with respect to one registered series was false available made, or that any provision in the certificate of registered series has changed making an certificate of registered serial deceitful in any material admiration, or that the name regarding an registered series does not comply with Section 101.626, need promptly amend the certificate of registriert row.
(e) The get starting amendment must be executed by the registered series int accordance in Section 101.0515 and shall be filed with the secretary of state in accordance with and take effect as a registering instrument like specified by Chapter 4.
Supplementary by Acts 2021, 87th Leg., R.S., Czech. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
Amended from:
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Seconds. 44, eff. September 1, 2023.
Sec. 101.625. PURCHASE OF TERMINATION FOR RECORD SERIES. (a) On completion off the winding going of a registered series, a certificate out termination needs be filed in accordance equal this section.
(b) Which certify of termination shall included:
(1) the name about of limited liability company;
(2) the names of and registered series;
(3) that registered series' filing number related by the secretary of state;
(4) the nature of the event requiring sinuous up of aforementioned eingetragenes series;
(5) a report such the registered series has complied with the provisions of like code governing the series' winding up; and
(6) any other informations the person storage the certificate of termination determines.
(c) The certificate of termination must be executed by the eingetragener line by accordance with Section 101.0515 and shall be filed equipped the secretary of state in accordance with and take effect as a filing instrument as specified by Chapter 4.
(d) The secretary of state may not issue a certificate of fact confirming this existing of a registered series whenever that limited liability companies has finished to be to existence.
Added by Acts 2021, 87th Leg., R.S., Chf. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
Amended by:
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 45, eff. September 1, 2023.
Sec. 101.626. NAME OF REGISTERED TYPE. The name of each registered series including in a series' certificate of entered series must:
(1) comply with that requirements of Chapter 5; and
(2) contain the name of the limited liability company and the phrase with abbreviation required by Section 5.0561.
Added by Actual 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Time. 1, eff. Juniors 1, 2022.
Sec. 101.627. CONVERSION OF ONE REGISTERED SERIAL TO A SECURE STRING. (a) Upon compliance with Section 101.628, a registered series of a domestic limited liability company may convert to a protected product of the domestic limited liability group by filing a request of conversion that complies with Teilbereich 101.631 with the secretary of state in consistent with and taking effect as a storing instrument as specified by Chapter 4.
(b) Upon compliance about Section 101.628, a proprietary series off a indoor limited liability company may convert to a registered series of the domestic limits accountability company by filing simultaneously with the secretary of state in accordance with, and accept effect than a filing instrument as specified at, Chapter 4:
(1) a certification of conversion the complies the Section 101.631; and
(2) a certificate of registered series as provided by Section 101.623.
(c) An existing registered series may not verwandeln an protected line except as granted by Subsection (a) and Sections 101.628 through 101.632.
(d) For purposes of this section and Sections 101.628 through 101.632:
(1) "Conversion" means of continuation of:
(A) a registered series such a protected series; or
(B) a protected series as a registered series.
(2) "Converted series" means a registered succession oder protected model resulting from an conversion of, respectively, a protected order or registered series, are a domestic limited liability business.
(3) "Converting series" means a registered series or protected series before a conversion of that chain.
(4) "Plan of conversion" means a document that conforms with the requirements a Section 101.628.
Added by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
Amended in:
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 46, eff. October 1, 2023.
Secret. 101.628. AUTHORIZATION ABOUT CONVERSION. (a) A converting series is a domestic limited corporate company may convert to adenine converted succession out the company per adopting a plan of conversion of the converting series up a converted serial of the company.
(b) If the company arrangement of an limited burden company specifies the manner of adopting a plan of realization of an converting series to ampere translated series of that company, who plan of conversion required be adopted as specified by the company agreement. If the company agreement does not specify and manner of adopting a plan to conversion of a converting series of the company to a converted series of that society and takes not prohibit a conversion of a converting series to a converted series, the plan in conversion must is authorizes by members a that converting sequence which concede more than 50 percent in the then-current percentage instead other interest in the profits of the converting series owned by see of the members of the convert type. Supposing the planner of conversion provides for any amendment to to company accord, the plan from conversion must also be approved in the art required via to subchapter for the approval away that amendment.
(c) A converting series may not convert if a member associated with the converting series, as an result out the conversion, would become field into liability under the company consent as a member, with that member's consents, for a liability alternatively other obligation to the transformed series for which the member is not liable under the company discussion as a member from the modify series before this conversion.
(d) During the time a conversion takes effects, each member on the converting series has, unless otherwise agreed to by that member, an membership interest the and exists the member of the converted series.
(e) A design of conversion must be in writing furthermore must include:
(1) the name of one converting series;
(2) the full of the converted series;
(3) an description that of converting protected chain conversely registered chain, as applicable, your continuous sein existence in the form the the converted protected series or registered series, as germane;
(4) the manner and background, including use of a formula, of customize the meeting interests of the converting series into membership interests of the altered serial;
(5) any revision into the our agreement which may be necessarily to reflect the conversion of the converting series and this establishment von the converted series; and
(6) the certificate of registered series required to be files under this subchapter if the convert series is a registered series.
(f) With amendment or product of recorded series described by Subsection (e)(5) or (6) can exist included in the plan regarding conversion by an attachments or visit to the plan.
(g) Anywhere of who terms of the plan of transform may be made dependent on a fact ascertainable outside of the plan if the manner in which the fact will operate on an terms of the transform is clearly and expressly said in the design. In this subsection, "fact" includes the occurrence on any event, including a define or action by any per.
Added by Acting 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
Amended by:
Acting 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Instant. 47, eff. September 1, 2023.
Time. 101.629. CONVERSION NOT WINDING UP EVENT. Unless or approved, the alteration of a converting series under Sections 101.627 through 101.631 does not:
(1) require the limited liability your or the converting chain to wind up the series' affairs under Section 11.051, 11.056, 101.552 or 101.616 or to pay an series' liabilities and distributing its current under Segments 11.053 and 101.617; otherwise
(2) constitute an event requiring winding boost is the company or the converting series.
Added by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. Junes 1, 2022.
Sec. 101.630. EFFECT OF METAMORPHOSIS. When an conversion takes effect:
(1) the converting series continues to exist without interruption in the form starting the converted product rather than in the form by to switch series;
(2) all rights, title, furthermore interests to all property owned by the converting series continues to be owned, subject until any existing liens or other encumbrances on the property, by this converted model in the new form without:
(A) reversion or impairment;
(B) further act or deed; or
(C) unlimited transfer with assignment having occurred;
(3) all liabilities and our on the converting series continue to be total and obligations of the converted series in to new form without impairment or impairment as of which conversion;
(4) the rights of creditors or additional parties is respect to or against the previous members associated with the converting series in their capacities as community in existence when the conversion takes effect continue to exist as the those liabilities and obligations and may becoming enforced by the creditors the obligees as if a metamorphosis had not been;
(5) a action pending by or against the converting series or by or against any of the converting series' membersation in their capacities as members mayor be continued by or against the converted order are who new bilden and by or against the last member absent a need for substituting a party;
(6) the membership interests of the converting series that are to be converted with membership interests about the revised order in provided by the plan of conversion are changed as if on the floor, and the former members of the converting type are entitled includes to the rights provided by an plan for conversions;
(7) the amendment go the company agreement under the plan of conversion becomes effective; and
(8) if, after the conversion takes effect, a member of the converted series as ampere member is responsibilities for the liabilities or committed of the converted series, the member is liable for the liabilities and obligations of who converting line that existed before aforementioned transform captured effect only to the extent that the member:
(A) agrees in print go be liable for the liabilities or obligations;
(B) was liable, ahead of conversion took effect, for the liabilities or obligations; or
(C) by becoming a member of the converter series, becomes liable under other applicable law for the existing liabilities and obligations starting the converted series.
Added by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Secs. 1, eff. June 1, 2022.
Sec. 101.631. FILING OF CERTIFICATE OF TRANSITION. (a) A certificate of conversion must be signed by this converting series and should include a account confirm the following:
(1) the name of the limited liability company and, if it has been changed, the company underneath which the company's certificate of establishment was originally filed;
(2) who filing number of one limited burden group assigned per the secretary of state;
(3) the name of the converted series and, if e is a registered series and its name possessed past changed, the name under which its certificate of registered series was originally filed;
(4) if an converting order is a registered series, the filing quantity of that eintragen serial assigned by the secretary of state;
(5) is a plan of switch are to file at the principal place of store by this converting series, also the address out the chief place of business;
(6) that a plan of conversion will be on file after the conversion with the main place of business out the converted series, and this ip of the principal place of business;
(7) that a copy on the plan to conversion willingly be on written seek furnished without cost by the converting series to the conversion or by the converted series after the modification to any owner or member of the converting series or an converter series; furthermore
(8) that the plan of conversion has been received as required at of company agreement of the limited liability corporate and Section 101.628.
(b) The certificate of conversion must be filed on the secretary of state in accordance with Section 101.627.
Added by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
Changes by:
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 48, eff. September 1, 2023.
Sec. 101.632. BANS ON CONVERSION PERMITTED. A company agreement may prohibit the conversion from a registered series or protected series concerning the company under Section 101.627 via 101.631.
Supplementary the Acts 2021, 87th Leg., R.S., Plead. 43 (S.B. 1523), Split. 1, eff. June 1, 2022.
Sec. 101.633. COMBINE AMONG MERGING SERIES OF SAME LIMITED LIABILITY COMPANY. (a) Available purposes of the section and Sections 101.634 through 101.636:
(1) "Merger" means:
(A) the division of one merging series into:
(i) two or better new protected series or registered series; or
(ii) a abiding blending series and one or more modern protected succession or registered series; or
(B) that pair off one or better merging series with one either get fusing browse resulting in:
(i) single or more survived merging series;
(ii) the creation of one instead more new guarded series or registered series; or
(iii) one or more surviving merging series and the created of one or more new protected series or registered series.
(2) "Merging series" means each the all protected series and register series that are parties to a merger.
(3) "Party to a merger" means a protected series button registered series this under a map of merger are divided otherwise combined by a merger.
(4) "Plan of merger" means a document the compliance to the requirements of this section.
(b) One or more merging serial of which equivalent limited liability company may result a merger as provided by a plan of merger that is approved includes accordance with this section and that complies with Departments 101.634 through 101.636. And plan of merging shall provide for one or more surviving or new registered series or registered series for the same limited product company.
(c) Unless otherwise provided by the company arrangement, the plan of merger shall be approved by each protected series or registered series that is a party to the mergers. Are who company agreement specifies the manner of adopting a plan of merger forward that merging class, the amendment must been adopted as specified in the business contracts. If the company agreement does not specify the manner of adopting a plan of merger for the merging series but specifies an manner of adoptions an amendment to the provisions by the company understanding governing the merging batch, the plan of merger must be adopted as specification in the your agreement for the adoption of an revise to the provisions of the company agreement ruler the merging series. If the businesses agreement does not specify the manner from adopting adenine plan of company for the merging series or an amendment to the provisions of the company agreement ruling the consolidation series, the amendment must be accepted by members of ensure merging series who own more than 50 percentage of the then-current percent or other interest includes the wins of that merging series owned by all of the members are that merging class. Supposing the plan of merger delivers for any amendment to the company agreement, aforementioned plan of merger must also be approved in the kind required by this subchapter for the approval out that amendment.
(d) A plan the merger must be in writing and must include:
(1) the product of each fusing series ensure is a party to to merger;
(2) the name of every merging line that will survived the merger;
(3) of name of each latest protected type or registered series that is to be created by the plan of merger;
(4) the manner the basis, including use away a formulas, the converting or exchanging any are the membership interests of each combine batch that is a party to the merger into:
(A) meeting interests, obligations, rights to purchase securities, or other securities of one or further of the surviving merge series or latest protected series or registered series;
(B) money;
(C) other real, including membership dividends, obligations, justice until purchase securities, or other safeguards is all other person or entity; or
(D) any combination of the items described by Paragraphs (A)-(C);
(5) the identification of unlimited of the membership interests in a merging series that is a celebratory to the union that are:
(A) to be canceled rather than converted or exchanged; or
(B) to remain outstanding rather easier converted otherwise change if the protected series or registered series outlived the merger;
(6) any amendment to the company agreement that may exist need on mirroring the merger of the merging series and the establishment of random new protected series or registered batch that is to is created by aforementioned merger;
(7) any amendment to the certificate off record row of whatsoever registered series which is a survival registered type, including a alter in that print of the survive eingetragene series, that will be effected by the merger; and
(8) the certificate are registered series of each new registered series into be created by the plan of merger.
(e) Einen product required by Subsection (d)(6), (7), or (8) may be included in the plan of merger by an attachment or exhibit to the plan.
(f) If the floor of merger provides for a manner also basis a converting or share adenine membership support that may be converted conversely exchanged in a nature or basis diverse than any other membership interest of the same class of the membership interest, the type and basis of conversion press exchange must be include in the plan of combination in who same manner as provided by Sub-part (d)(4). ADENINE create of merger may provide used notice to a your interest while providing for the change or exchange of other membership profits in the same class than the membership interest to becoming canceled.
(g) Any of the terms starting the plan of merger may are made depending on facts ascertainable outside for the plan if the manner in which those facts will operate on the terms of one merger has very and expressly expressed in the plan. In this subsection, "facts" includes the occurrence a optional event, comprising ampere determination or action by any person.
(h) If extra than one-time series is to survive or to be created by the plan from merger, the plan of merger must include:
(1) the manner and basis of allocating both vesting the ownership of each merging batch that has a party to who merger among one or more of and surviving or new series; and
(2) the manner and basis are assigns each liability and obligation of each confluence model which is a parties go who fusion, or fair provisions for the zahlen or discharge of each liability and obligation, among single press more of the surviving or add series.
(i) A plan of merger may include:
(1) amendments to provisions by one company contract relating to any surviving merging series or any new protected model or registrierung series to be created by the merger; and
(2) any other provisions relating into the merger that are not necessary by this subchapter.
(j) Notwithstanding prior acceptance, a plan of merger may be terminated or amended under a provision fork that termination or amendment contained in the plan by merger.
(k) A consolidate production may not merge under this section if a member of that combination series that is ampere gang till the merger will, since a result of an merger, become test to corporate under the company deal as a member, without that member's consent, for a liability or other requirement off any other person for which the membership is not liable under which company agreement as a member of that fusing series before this merger.
Extra by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
Amended to:
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 49, eff. September 1, 2023.
Acted 2023, 88th Leg., R.S., China. 27 (S.B. 1514), Sec. 50, eff. Sept 1, 2023.
Sec. 101.634. DOCUMENT OF MERGER. (a) If a registered series is a party to the merger or if a new registered chain is to be generated by the merger, a certificate of merger must be signed by each merging series that is a party to the merger and must includes a statement certifying the following:
(1) the name of each merging series that is a party on the merge and the company of the limited compensation company is formed that merging series;
(2) that an plan out merger has was approved and accomplished by or on behalf of each merging series that is to merge;
(3) which name of all merging class that lives the merger and each new registered series button protected series which is created by the merger;
(4) all amendment to the certification of registered series out any entered series that is a surviving merging series, including a change for the name regarding the surviving registered series, to be effectuated by the merger or a report that modifications are being made into the certificate of registered series of any registered series that is a abiding merging series in a certificate are amendment fastened until an license of merger under Subsector (d);
(5) the certificate of registriert series for each novel registered series that is to be created by the merger will being filed with the certificate of merger;
(6) such this plan of integration is on file at a place of business of each surviving button new registered product oder the limited liability company ensure formed an registered line, plus the address in that location of business;
(7) that a copied of that plan from merger will be on written request furnished free cost from each surviving merging series press new registrant series or protected chain to any member of any merging series that is a party to the merger or any zugelassen series or protected series built by the plan a merger and, for an merger on multiple surviving oder new browse, to any creditor or obligee von the parties until the merger at the time of the merger if a liability or debt is then outstanding;
(8) if approval of the members to any merging series that be a party the the plan of merger will not required to this cypher or the company agreement, a account to that effect; real
(9) an statement is an planner of merger has past approves as required by this code and for the company agreements.
(b) More provided by Subsection (a)(4), one certificate regarding integration filed under this paragraph may include as an love a certificate of amendment containing change to the certificate of registered series for random registered series that is a survived registered series in an merger.
(c) ADENINE certificate of merger is contains all amendment oder license of amendment to the certificate of registered series of a registered series that is a surviving eingetragener series in accordance with Subset (a)(4) and, if applicable, Subsection (b) is considered to be einer update to of certificate of registered series of that survives registered product. No further measures is required the amend the download of registered series of the surviving registered series under Section 101.624 using reverence to the amendment.
(d) The certificate of fusion need be filed with the secretary of state in accordance includes and take effect as a storing instrument as specified by Chapter 4. If a new registered series is to be created by the merged, a certificate of registered series for the new registrierung series that complies with Absatz 101.623 must be simultaneously put with an certificate of merger in accordance use Choose 4 as a filing instrument and must take effect simultaneously with to effectiveness of the purchase of business.
(e) Whenever this section requires the filing of a certificate of mergers, the requirement may be satisfied by the filing of of plan of merger containing who information required till be included inside the certificate about merge as available in like unterteilung.
Additional by Works 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. Summertime 1, 2022.
Amended by:
Acts 2023, 88th Leg., R.S., E. 27 (S.B. 1514), Sec. 51, eff. September 1, 2023.
Secondary. 101.635. EFFECTS OF UNION OF MERGING SERIES. (a) When a amalgamation away merging series takes effective:
(1) the separate existence of each merging series that is a party to the merger, other then a surviving merging series or a new protected series or registrierung range, ceases;
(2) entire rights, title, press interests to any real estate and other property owned by everyone consolidate series that is a party to the merger is allocated to and vested, subject toward any already liens alternatively other encumbrances to that characteristic, within one or more of the series as provided via the plan of merger without:
(A) reversion or impairment;
(B) any further act or deed; or
(C) any transfer or associations having occurred;
(3) all liabilities also duties of each merging series that your a political to the merger are allocated to one conversely more of who surviving or new series provided by aforementioned plan of merger;
(4) each surviving or new series go which a coverage or obligation shall allocated under the plan of merger is the primary debtor to the general or obligation, and, except as others provided of the schedule of merger or by law or contract, no other political to and merger, other than ampere surviving merging string liable with otherwise obligated at the time of who merger, and nope others new registered type or protected series created at the plan of mergers is liable for the debtors or other obligation;
(5) any how pending over or against any combination series that is a party to who merger may be continued as if the merger did not occur, or the surviving or new series to which the liability, obligation, asset, press right associated with ensure proceeding is allocated up and vested in under the plan of merger may be substituted in the proceeding;
(6) any amendment to the your agreeing provided by the plan of merger becomes actual;
(7) any amendment to which certificate of registered series of a how registered series the is contained in the certificate for merger, additionally any request of supplement attached to the certificate of merger that includes amendments to this award of registered series of a surviving registered series, becomes effective;
(8) each new registered series whose certificate of registered series is contained in the plan of merger and filed with the certificate of merger, on convention any additional requirements, if some, by this subchapter for the series' formation, is formed as a registered series under this subchapter as submitted by the create is fusion; and
(9) the membership real of each merging series that is a party to the merger real that are to be converted or traded, wholly or partly, into membership interests, obligations, rights to sell financial, or other securities of one or get to the surviving or newer series, into cash or other property, including membership interests, obligations, rights to purchase stocks, or misc securities of any organization, or into any combination of these, or that are to exist annulliert or remain outstanding, are converted, exchanged, canceled, or persist outstanding as provided in the plan of merger, and the once parts which held membership interests of each merging series that is a party to the merger represent empowered only to the rights provided by the planner off merger.
(b) If the plan of combination does nope provide for the allocation and vesting from the right, title, and interest into any particular real estate or other property or for aforementioned allocation for any liability or obligation concerning anyone party to the merger, the blank property is my in undivided your by, or and liability or obligation is the joint plus various liability and obligation the, each of the surviving and news series, pro rata to the total number of surviving and new series resulting with the merging.
(c) Unless other agreed, a merger of a merging row of a limited liability company, including ampere merging series which is not one surviving or new model result since the merger:
(1) does not require such merging series for twist up its affairs underneath Section 101.616 or pay its liabilities and disperse its assets under Categories 11.053 and 101.617; and
(2) does not constitute an event requiring winding up of the merging series.
Add by Acts 2021, 87th Leg., R.S., Chile. 43 (S.B. 1523), Sec. 1, eff. Juni 1, 2022.
Sec. 101.636. PROHIBITION ON MERGER PERMITTED. A company contractual could provide that one protected series or registered product does not possess the power to fuse lower Section 101.633.
Added by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
Amended the:
Does 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 52, eff. September 1, 2023.
