Texas Statutes
Business Organizations Code
Title 3 - Limited Liability Companies

Section 101.051. Certain Provisions Contained in Certificate of Formation - Sec. 101.051. CERTAIN PROVISIONS CONTAINED IN CERTIFICATE OF FORMATION. (a)...

Section 101.0515. Execution of Filings - Sec. 101.0515. EXECUTION OF FILINGS. (a) Unless otherwise provided by...

Section 101.052. Company Agreement - Sec. 101.052. COMPANY AGREEMENT. (a) Except as provided by Section...

Section 101.054. Waiver or Modification of Certain Statutory Provisions Prohibited; Exceptions - Sec. 101.054. WAIVER OR MODIFICATION OF CERTAIN STATUTORY PROVISIONS PROHIBITED;...

Section 101.055. Irrevocable Power of Attorney - Sec. 101.055. IRREVOCABLE POWER OF ATTORNEY. (a) This section applies...

Subchapter C. Membership

Section 101.101. Members Required - Sec. 101.101. MEMBERS REQUIRED. (a) A limited liability company may...

Section 101.102. Qualification for Membership - Sec. 101.102. QUALIFICATION FOR MEMBERSHIP. (a) A person may be...

Section 101.103. Effective Date of Membership - Sec. 101.103. EFFECTIVE DATE OF MEMBERSHIP. (a) In connection with...

Section 101.104. Classes or Groups of Members or Membership Interests - Sec. 101.104. CLASSES OR GROUPS OF MEMBERS OR MEMBERSHIP INTERESTS....

Section 101.105. Issuance of Membership Interests After Formation of Company - Sec. 101.105. ISSUANCE OF MEMBERSHIP INTERESTS AFTER FORMATION OF COMPANY....

Section 101.106. Nature of Membership Interest - Sec. 101.106. NATURE OF MEMBERSHIP INTEREST. (a) A membership interest...

Section 101.107. Withdrawal or Expulsion of Member Prohibited - Sec. 101.107. WITHDRAWAL OR EXPULSION OF MEMBER PROHIBITED. A member...

Section 101.108. Assignment of Membership Interest - Sec. 101.108. ASSIGNMENT OF MEMBERSHIP INTEREST. (a) A membership interest...

Section 101.109. Rights and Duties of Assignee of Membership Interest Before Membership - Sec. 101.109. RIGHTS AND DUTIES OF ASSIGNEE OF MEMBERSHIP INTEREST...

Section 101.110. Rights and Liabilities of Assignee of Membership Interest After Becoming Member - Sec. 101.110. RIGHTS AND LIABILITIES OF ASSIGNEE OF MEMBERSHIP INTEREST...

Section 101.111. Rights and Duties of Assignor of Membership Interest - Sec. 101.111. RIGHTS AND DUTIES OF ASSIGNOR OF MEMBERSHIP INTEREST....

Section 101.1115. Effect of Death or Divorce on Membership Interest - Sec. 101.1115. EFFECT OF DEATH OR DIVORCE ON MEMBERSHIP INTEREST....

Section 101.112. Member's Membership Interest Subject to Charging Order - Sec. 101.112. MEMBER'S MEMBERSHIP INTEREST SUBJECT TO CHARGING ORDER. (a)...

Section 101.113. Parties to Actions - Sec. 101.113. PARTIES TO ACTIONS. A member of a limited...

Section 101.114. Liability for Obligations - Sec. 101.114. LIABILITY FOR OBLIGATIONS. Except as and to the...

Subchapter D. Contributions

Section 101.151. Requirements for Enforceable Promise - Sec. 101.151. REQUIREMENTS FOR ENFORCEABLE PROMISE. A promise to make...

Section 101.152. Enforceable Promise Not Affected by Change in Circumstances - Sec. 101.152. ENFORCEABLE PROMISE NOT AFFECTED BY CHANGE IN CIRCUMSTANCES....

Section 101.153. Failure to Perform Enforceable Promise; Consequences - Sec. 101.153. FAILURE TO PERFORM ENFORCEABLE PROMISE; CONSEQUENCES. (a) A...

Section 101.154. Consent Required to Release Enforceable Obligation - Sec. 101.154. CONSENT REQUIRED TO RELEASE ENFORCEABLE OBLIGATION. The obligation...

Section 101.155. Creditor's Right to Enforce Certain Obligations - Sec. 101.155. CREDITOR'S RIGHT TO ENFORCE CERTAIN OBLIGATIONS. A creditor...

Section 101.156. Requirements to Enforce Conditional Obligation - Sec. 101.156. REQUIREMENTS TO ENFORCE CONDITIONAL OBLIGATION. (a) An obligation...

Subchapter E. Allocations and Distributions

Section 101.201. Allocation of Profits and Losses - Sec. 101.201. ALLOCATION OF PROFITS AND LOSSES. The profits and...

Section 101.202. Distribution in Kind - Sec. 101.202. DISTRIBUTION IN KIND. A member of a limited...

Section 101.203. Sharing of Distributions - Sec. 101.203. SHARING OF DISTRIBUTIONS. Distributions of cash and other...

Section 101.204. Interim Distributions - Sec. 101.204. INTERIM DISTRIBUTIONS. A member of a limited liability...

Section 101.205. Distribution on Withdrawal - Sec. 101.205. DISTRIBUTION ON WITHDRAWAL. A member of a limited...

Section 101.206. Prohibited Distribution; Duty to Return - Sec. 101.206. PROHIBITED DISTRIBUTION; DUTY TO RETURN. (a) Unless the...

Section 101.207. Creditor Status With Respect to Distribution - Sec. 101.207. CREDITOR STATUS WITH RESPECT TO DISTRIBUTION. Subject to...

Section 101.208. Record Date - Sec. 101.208. RECORD DATE. A company agreement may establish or...

Subchapter F. Management

Section 101.251. Governing Authority - Sec. 101.251. GOVERNING AUTHORITY. (a) The governing authority of a...

Section 101.252. Management by Governing Authority - Sec. 101.252. MANAGEMENT BY GOVERNING AUTHORITY. The governing authority of...

Section 101.253. Designation of Committees; Delegation of Authority - Sec. 101.253. DESIGNATION OF COMMITTEES; DELEGATION OF AUTHORITY. (a) The...

Section 101.254. Designation of Agents; Binding Acts - Sec. 101.254. DESIGNATION OF AGENTS; BINDING ACTS. (a) Except as...

Section 101.255. Contracts or Transactions Involving Interested Governing Persons or Officers - Sec. 101.255. CONTRACTS OR TRANSACTIONS INVOLVING INTERESTED GOVERNING PERSONS OR...

Subchapter G. Managers

Section 101.301. Applicability of Subchapter - Sec. 101.301. APPLICABILITY OF SUBCHAPTER. This subchapter applies only to...

Section 101.302. Number and Qualifications - Sec. 101.302. NUMBER AND QUALIFICATIONS. (a) The managers of a...

Section 101.303. Term - Sec. 101.303. TERM. A manager of a limited liability company...

Section 101.304. Removal - Sec. 101.304. REMOVAL. Subject to Section 101.306(a), a manager of...

Section 101.305. Manager Vacancy - Sec. 101.305. MANAGER VACANCY. (a) Subject to Section 101.306(b), a...

Section 101.306. Removal and Replacement of Manager Elected by Class or Group - Sec. 101.306. REMOVAL AND REPLACEMENT OF MANAGER ELECTED BY CLASS...

Section 101.307. Methods of Classifying Managers - Sec. 101.307. METHODS OF CLASSIFYING MANAGERS. Other methods of classifying...

Subchapter H. Meetings and Voting

Section 101.352. General Notice Requirements - Sec. 101.352. GENERAL NOTICE REQUIREMENTS. (a) Except as provided by...

Section 101.353. Quorum - Sec. 101.353. QUORUM. A majority of all of the governing...

Section 101.354. Equal Voting Rights - Sec. 101.354. EQUAL VOTING RIGHTS. Each governing person, member, or...

Section 101.355. Act of Governing Authority, Members, or Committee - Sec. 101.355. ACT OF GOVERNING AUTHORITY, MEMBERS, OR COMMITTEE. Except...

Section 101.356. Votes Required to Approve Certain Actions - Sec. 101.356. VOTES REQUIRED TO APPROVE CERTAIN ACTIONS. (a) Except...

Section 101.357. Manner of Voting - Sec. 101.357. MANNER OF VOTING. (a) A member of a...

Section 101.358. Action by Less Than Unanimous Written Consent - Sec. 101.358. ACTION BY LESS THAN UNANIMOUS WRITTEN CONSENT. (a)...

Section 101.359. Effective Action by Members or Managers With or Without Meeting - Sec. 101.359. EFFECTIVE ACTION BY MEMBERS OR MANAGERS WITH OR...

Subchapter I. Modification of Duties; Indemnification

Section 101.401. Expansion or Restriction of Duties and Liabilities - Sec. 101.401. EXPANSION OR RESTRICTION OF DUTIES AND LIABILITIES. The...

Section 101.402. Permissive Indemnification, Advancement of Expenses, and Insurance or Other Arrangements - Sec. 101.402. PERMISSIVE INDEMNIFICATION, ADVANCEMENT OF EXPENSES, AND INSURANCE OR...

Subchapter J. Derivative Proceedings

Section 101.451. Definitions - Sec. 101.451. DEFINITIONS. In this subchapter: (1) "Derivative proceeding" means...

Section 101.452. Standing to Bring Proceeding - Sec. 101.452. STANDING TO BRING PROCEEDING. (a) Subject to Subsection...

Section 101.453. Demand - Sec. 101.453. DEMAND. (a) A member may not institute a...

Section 101.454. Determination by Governing or Independent Persons - Sec. 101.454. DETERMINATION BY GOVERNING OR INDEPENDENT PERSONS. (a) The...

Section 101.455. Stay of Proceeding - Sec. 101.455. STAY OF PROCEEDING. (a) If the limited liability...

Section 101.456. Discovery - Sec. 101.456. DISCOVERY. (a) If a limited liability company proposes...

Section 101.457. Tolling of Statute of Limitations - Sec. 101.457. TOLLING OF STATUTE OF LIMITATIONS. A written demand...

Section 101.458. Dismissal of Derivative Proceeding - Sec. 101.458. DISMISSAL OF DERIVATIVE PROCEEDING. (a) A court, sitting...

Section 101.459. Allegations After Demand Rejected - Sec. 101.459. ALLEGATIONS AFTER DEMAND REJECTED. If a derivative proceeding...

Section 101.460. Discontinuance or Settlement - Sec. 101.460. DISCONTINUANCE OR SETTLEMENT. (a) A derivative proceeding may...

Section 101.461. Payment of Expenses - Sec. 101.461. PAYMENT OF EXPENSES. (a) In this section, "expenses"...

Section 101.462. Application to Foreign Limited Liability Companies - Sec. 101.462. APPLICATION TO FOREIGN LIMITED LIABILITY COMPANIES. (a) In...

Section 101.463. Closely Held Limited Liability Company - Sec. 101.463. CLOSELY HELD LIMITED LIABILITY COMPANY. (a) In this...

Subchapter K. Supplemental Recordkeeping Requirements

Section 101.501. Supplemental Records Required for Limited Liability Companies - Sec. 101.501. SUPPLEMENTAL RECORDS REQUIRED FOR LIMITED LIABILITY COMPANIES. (a)...

Section 101.502. Right to Examine Records and Certain Other Information - Sec. 101.502. RIGHT TO EXAMINE RECORDS AND CERTAIN OTHER INFORMATION....

Section 101.503. Penalty for Refusal to Permit Examination of Certain Records - Sec. 101.503. PENALTY FOR REFUSAL TO PERMIT EXAMINATION OF CERTAIN...

Subchapter L. Supplemental Winding Up and Termination Provisions

Section 101.551. Persons Eligible to Wind Up Company - Sec. 101.551. PERSONS ELIGIBLE TO WIND UP COMPANY. After an...

Section 101.552. Approval of Voluntary Winding Up, Revocation, Cancellation, or Reinstatement - Sec. 101.552. APPROVAL OF VOLUNTARY WINDING UP, REVOCATION, CANCELLATION, OR...

Subchapter M. Series Limited Liability Company

Section 101.601. Series of Members, Managers, Membership Interests, or Assets - Sec. 101.601. SERIES OF MEMBERS, MANAGERS, MEMBERSHIP INTERESTS, OR ASSETS....

Section 101.602. Enforceability of Obligations and Expenses of Protected Series or Registered Series Against Assets - Sec. 101.602. ENFORCEABILITY OF OBLIGATIONS AND EXPENSES OF PROTECTED SERIES...

Section 101.603. Assets of Protected Series or Registered Series - Sec. 101.603. ASSETS OF PROTECTED SERIES OR REGISTERED SERIES. (a)...

Section 101.604. Notice of Limitation on Liabilities of Protected Series or Registered Series - Sec. 101.604. NOTICE OF LIMITATION ON LIABILITIES OF PROTECTED SERIES...

Section 101.605. General Powers of Protected Series or Registered Series - Sec. 101.605. GENERAL POWERS OF PROTECTED SERIES OR REGISTERED SERIES....

Section 101.606. Liability of Member or Manager for Obligations; Duties - Sec. 101.606. LIABILITY OF MEMBER OR MANAGER FOR OBLIGATIONS; DUTIES....

Section 101.607. Class or Group of Members or Managers - Sec. 101.607. CLASS OR GROUP OF MEMBERS OR MANAGERS. (a)...

Section 101.608. Governing Authority - Sec. 101.608. GOVERNING AUTHORITY. (a) Notwithstanding any conflicting provision of...

Section 101.609. Applicability of Other Provisions of Chapter or Title 1; Synonymous Terms - Sec. 101.609. APPLICABILITY OF OTHER PROVISIONS OF CHAPTER OR TITLE...

Section 101.610. Effect of Certain Event on Manager or Member - Sec. 101.610. EFFECT OF CERTAIN EVENT ON MANAGER OR MEMBER....

Section 101.611. Member Status With Respect to Distribution - Sec. 101.611. MEMBER STATUS WITH RESPECT TO DISTRIBUTION. (a) Subject...

Section 101.612. Record Date for Allocations and Distributions - Sec. 101.612. RECORD DATE FOR ALLOCATIONS AND DISTRIBUTIONS. A company...

Section 101.613. Distributions - Sec. 101.613. DISTRIBUTIONS. (a) A limited liability company may make...

Section 101.614. Authority to Wind Up and Terminate Protected Series or Registered Series - Sec. 101.614. AUTHORITY TO WIND UP AND TERMINATE PROTECTED SERIES...

Section 101.615. Termination of Protected Series or Registered Series - Sec. 101.615. TERMINATION OF PROTECTED SERIES OR REGISTERED SERIES. (a)...

Section 101.616. Event Requiring Winding Up - Sec. 101.616. EVENT REQUIRING WINDING UP. Subject to Sections 101.617,...

Section 101.617. Procedures for Winding Up and Termination of Protected Series or Registered Series - Sec. 101.617. PROCEDURES FOR WINDING UP AND TERMINATION OF PROTECTED...

Section 101.618. Revocation of Voluntary Winding Up - Sec. 101.618. REVOCATION OF VOLUNTARY WINDING UP. Before the termination...

Section 101.619. Cancellation of Event Requiring Winding Up - Sec. 101.619. CANCELLATION OF EVENT REQUIRING WINDING UP. (a) Unless...

Section 101.620. Continuation of Business - Sec. 101.620. CONTINUATION OF BUSINESS. The protected series or registered...

Section 101.621. Winding Up by Court Order - Sec. 101.621. WINDING UP BY COURT ORDER. A district court...

Section 101.622. Protected Series or Registered Series Not a Separate Domestic Entity or Organization - Sec. 101.622. PROTECTED SERIES OR REGISTERED SERIES NOT A SEPARATE...

Section 101.623. Filing of Certificate of Registered Series - Sec. 101.623. FILING OF CERTIFICATE OF REGISTERED SERIES. (a) To...

Section 101.625. Certificate of Termination for Registered Series - Sec. 101.625. CERTIFICATE OF TERMINATION FOR REGISTERED SERIES. (a) On...

Section 101.626. Name of Registered Series - Sec. 101.626. NAME OF REGISTERED SERIES. The name of each...

Section 101.627. Conversion of a Registered Series to a Protected Series - Sec. 101.627. CONVERSION OF A REGISTERED SERIES TO A PROTECTED...

Section 101.628. Authorization of Conversion - Sec. 101.628. AUTHORIZATION OF CONVERSION. (a) A converting series of...

Section 101.629. Conversion Not Winding Up Event - Sec. 101.629. CONVERSION NOT WINDING UP EVENT. Unless otherwise agreed,...

Section 101.630. Effect of Conversion - Sec. 101.630. EFFECT OF CONVERSION. When a conversion takes effect:...

Section 101.631. Filing of Certificate of Conversion - Sec. 101.631. FILING OF CERTIFICATE OF CONVERSION. (a) After adoption...

Section 101.632. Prohibition on Conversion Permitted - Sec. 101.632. PROHIBITION ON CONVERSION PERMITTED. A company agreement may...

Section 101.633. Merger Among Merging Series of Same Limited Liability Company - Sec. 101.633. MERGER AMONG MERGING SERIES OF SAME LIMITED LIABILITY...

Section 101.634. Certificate of Merger - Sec. 101.634. CERTIFICATE OF MERGER. (a) After approval of a...

Section 101.635. Effects of Merger of Merging Series - Sec. 101.635. EFFECTS OF MERGER OF MERGING SERIES. (a) When...

Section 101.636. Prohibition on Merger Permitted - Sec. 101.636. PROHIBITION ON MERGER PERMITTED. A company agreement may...

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Texas Statutes Business Organizations Code Title 3 - Limited Liability Companies

Texas Statutes
Business Organizations Code
Title 3 - Limited Liability Companies