Sec. 101.616. EVENT REQUIRING WINDING UP. Subject to Sections 101.617, 101.618, 101.619, and 101.620, the business and affairs of a protected series or registered series are required to be wound up:
(1) if the winding up of the limited liability company is required under Section 101.552(a) or Chapter 11; or
(2) on the earlier of:
(A) the time specified for winding up the protected series or registered series in the company agreement;
(B) the occurrence of an event specified with respect to the protected series or registered series in the company agreement;
(C) the occurrence of a majority vote of all of the members associated with the protected series or registered series approving the winding up of the protected series or registered series or, if there is more than one class or group of members associated with the protected series or registered series, a majority vote of the members of each class or group of members associated with the protected series or registered series approving the winding up of the protected series or registered series;
(D) if the protected series or registered series has no members, the occurrence of a majority vote of all of the managers associated with the protected series or registered series approving the winding up of the protected series or registered series or, if there is more than one class or group of managers associated with the protected series or registered series, a majority vote of the managers of each class or group of managers associated with the protected series or registered series approving the winding up of the protected series or registered series; or
(E) a determination by a court in accordance with Section 101.621.
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.
Structure Texas Statutes
Title 3 - Limited Liability Companies
Chapter 101 - Limited Liability Companies
Subchapter M. Series Limited Liability Company
Section 101.601. Series of Members, Managers, Membership Interests, or Assets
Section 101.603. Assets of Protected Series or Registered Series
Section 101.604. Notice of Limitation on Liabilities of Protected Series or Registered Series
Section 101.605. General Powers of Protected Series or Registered Series
Section 101.606. Liability of Member or Manager for Obligations; Duties
Section 101.607. Class or Group of Members or Managers
Section 101.608. Governing Authority
Section 101.609. Applicability of Other Provisions of Chapter or Title 1; Synonymous Terms
Section 101.610. Effect of Certain Event on Manager or Member
Section 101.611. Member Status With Respect to Distribution
Section 101.612. Record Date for Allocations and Distributions
Section 101.613. Distributions
Section 101.614. Authority to Wind Up and Terminate Protected Series or Registered Series
Section 101.615. Termination of Protected Series or Registered Series
Section 101.616. Event Requiring Winding Up
Section 101.617. Procedures for Winding Up and Termination of Protected Series or Registered Series
Section 101.618. Revocation of Voluntary Winding Up
Section 101.619. Cancellation of Event Requiring Winding Up
Section 101.620. Continuation of Business
Section 101.621. Winding Up by Court Order
Section 101.623. Filing of Certificate of Registered Series
Section 101.625. Certificate of Termination for Registered Series
Section 101.626. Name of Registered Series
Section 101.627. Conversion of a Registered Series to a Protected Series
Section 101.628. Authorization of Conversion
Section 101.629. Conversion Not Winding Up Event
Section 101.630. Effect of Conversion
Section 101.631. Filing of Certificate of Conversion
Section 101.632. Prohibition on Conversion Permitted
Section 101.633. Merger Among Merging Series of Same Limited Liability Company
Section 101.634. Certificate of Merger