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Texas Business Organizations Code - Section 101.054. Waiver Or Modification Of Certain Statutory Provisions Prohibited; Exceptions

Legal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 101.054. Waiver Or Modification Of Certain Statutory Provisions Prohibited; Exceptions

§ 101.054. WAIVER OR MODIFICATION OF CERTAIN STATUTORY 
PROVISIONS PROHIBITED;  EXCEPTIONS.  (a) Except as provided by this 
section, the following provisions may not be waived or modified in 
the company agreement of a limited liability company:
		(1)  this section;                                                            
		(2)  Section 101.101(b), 101.206, 101.501, or 101.502;                        
		(3)  Chapter 1, if the provision is used to interpret a 
provision or define a word or phrase contained in a section listed 
in this subsection;
		(4)  Chapter 2, except that Section 2.104(c)(2), 
2.104(c)(3), or 2.113 may be waived or modified in the company 
agreement;
		(5)  Chapter 3, except that Subchapters C and E may be 
waived or modified in the company agreement;  or
		(6)  Chapter 4, 5, 7, 10, 11, or 12, other than Section 
11.056.             
	(b)  A provision listed in Subsection (a) may be waived or 
modified in the company agreement if the provision that is waived or 
modified authorizes the limited liability company to waive or 
modify the provision in the company's governing documents.
	(c)  A provision listed in Subsection (a) may be modified in 
the company agreement if the provision that is modified specifies:
		(1)  the person or group of persons entitled to approve 
a modification;  or 
		(2)  the vote or other method by which a modification is 
required to be approved.
	(d)  A provision in this title or in that part of Title 1 
applicable to a limited liability company that grants a right to a 
person, other than a member, manager, officer, or assignee of a 
membership interest in a limited liability company, may be waived 
or modified in the company agreement of the company only if the 
person consents to the waiver or modification.

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.                     

Last modified: August 11, 2007