Texas Statutes
Subchapter M. Series Limited Liability Company
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 SERIES OR REGISTERED SERIES. (a) The following provisions apply to a protected series or registered series and the associated members and managers of the protected series 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 and managers of the registered series:
(1) Subchapters E and F, Chapter 11; and
(2) Section 11.102.
(c) For purposes of the application of Chapter 11 to a protected series or registered series and as the context requires:
(1) a reference to "domestic entity," "filing entity," "domestic filing entity," or "entity" means the "protected series" or "registered series";
(2) a reference to an "owner" means a "member associated with the protected series" or "member associated with the registered series";
(3) a reference to the "governing authority" or a "governing person" means:
(A) the "governing authority associated with the protected series" or a "governing person associated with the protected series"; or
(B) the "governing authority associated with the registered series" or a "governing person associated with the registered series"; and
(4) a reference to "business," "property," "obligations," or "liabilities" means:
(A) the "business associated with the protected series," "property associated with the protected series," "obligations associated with the protected series," or "liabilities associated with the protected series"; or
(B) the "business associated with the registered series," "property associated with the registered series," "obligations associated with the registered series," or "liabilities associated with the registered series."
(d) After the occurrence of an event requiring winding up of a protected series or registered series under Section 101.616, unless a revocation as provided by Section 101.618 or a cancellation as provided by Section 101.619 occurs, the winding up of the protected series or registered series must be carried out by:
(1) the governing authority of the protected series or registered series or one or more persons, including a governing person, designated by:
(A) the governing authority of the protected series or registered series;
(B) the members associated with the protected series or registered series; or
(C) the company agreement; or
(2) a person appointed by the court to carry out the winding up of the protected series or registered series under Section 11.054, 11.405, 11.409, or 11.410.
(e) An action taken in accordance with this section does not affect the limitation on liability of members and managers provided by Section 101.606.
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

Texas Statutes

Business Organizations Code

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 101.602. Enforceability of Obligations and Expenses of Protected Series or Registered Series Against 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 101.622. Protected Series or Registered Series Not a Separate Domestic Entity or Organization

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

Section 101.635. Effects of Merger of Merging Series

Section 101.636. Prohibition on Merger Permitted