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Texas Business Organizations Code - Chapter 101 Limited Liability CompaniesLegal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Chapter 101 Limited Liability Companies Sponsored LinksIn this title: (1) "Company agreement" means any agreement, written or oral, of the members concerning the affairs or the conduct of the business of ... (a) A provision that may be contained in the company agreement of a limited liability company may alternatively be included in the certificate of formation ... (a) Except as provided by Section 101.054, the company agreement of a limited liability company governs: (1) the relations among members, managers, and officers of ... The company agreement of a limited liability company may be amended only if each member of the company consents to the amendment. Acts 2003, 78th ... (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: ... (a) A limited liability company may have one or more members. Except as provided by this section, a limited liability company must have at least ... (a) A person may be a member of or acquire a membership interest in a limited liability company unless the person lacks capacity apart from ... (a) In connection with the formation of a company, a person becomes a member of the company on the date the company is formed if ... (a) The company agreement of a limited liability company may: (1) establish within the company classes or groups of one or more members or membership ... A limited liability company, after the formation of the company, may: (1) issue membership interests in the company to any person with the approval of ... (a) A membership interest in a limited liability company is personal property. (b) A member of a limited liability company or an assignee of a ... A member of a limited liability company may not withdraw or be expelled from the company. Acts 2003, 78th Leg., ch. 182, § 1, eff. ... (a) A membership interest in a limited liability company may be wholly or partly assigned. (b) An assignment of a membership interest in a limited ... (a) A person who is assigned a membership interest in a limited liability company is entitled to: (1) receive any allocation of income, gain, loss, ... (a) An assignee of a membership interest in a limited liability company, after becoming a member of the company, is: (1) entitled, to the extent ... (a) An assignor of a membership interest in a limited liability company continues to be a member of the company and is entitled to exercise ... (a) On application by a judgment creditor of a member of a limited liability company or any other owner of a membership interest in a ... A member of a limited liability company may be named as a party in an action by or against the limited liability company only if ... Except as and to the extent the company agreement specifically provides otherwise, a member or manager is not liable for a debt, obligation, or liability ... A promise to make a contribution or otherwise pay cash or transfer property to a limited liability company is enforceable only if the promise is: ... A member of a limited liability company is obligated to perform an enforceable promise to make a contribution or otherwise pay cash or transfer property ... (a) A member of a limited liability company, or the member's legal representative or successor, who does not perform an enforceable promise to make a ... The obligation of a member of a limited liability company, or of the member's legal representative or successor, to make a contribution or otherwise pay ... A creditor of a limited liability company who extends credit or otherwise acts in reasonable reliance on an enforceable obligation of a member of the ... (a) An obligation of a member of a limited liability company that is subject to a condition may be enforced by the company or a ... The profits and losses of a limited liability company shall be allocated to each member of the company on the basis of the agreed value ... A member of a limited liability company is entitled to receive or demand a distribution from the company only in the form of cash, regardless ... Distributions of cash and other assets of a limited liability company shall be made to each member of the company according to the agreed value ... A member of a limited liability company, before the winding up of the company, is not entitled to receive and may not demand a distribution ... 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 ... (a) A limited liability company may not make a distribution to a member of the company if, immediately after making the distribution, the company's total ... Subject to Sections 11.053 and 101.206, when a member of a limited liability company is entitled to receive a distribution from the company, the member, ... The governing authority of a limited liability company consists of: (1) the managers of the company, if the company's certificate of formation states that the ... The governing authority of a limited liability company shall manage the business and affairs of the company as provided by: (1) the company agreement; and ... (a) The governing authority of a limited liability company by resolution may designate: (1) one or more committees of the governing authority consisting of one ... (a) Except as provided by this title and Title 1, each governing person of a limited liability company and each officer or agent of a ... (a) This section applies only to a contract or transaction between a limited liability company and: (1) one or more of the company's governing persons ... This subchapter applies only to a limited liability company that has one or more managers. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. ... (a) The managers of a limited liability company may consist of one or more persons. (b) Except as provided by Subsection (c), the number of ... A manager of a limited liability company serves: (1) for the term, if any, for which the manager is elected and until the manager's successor ... Subject to Section 101.306(a), a manager of a limited liability company may be removed, with or without cause, at a meeting of the company's members ... (a) Subject to Section 101.306(b), a vacancy in the position of a manager of a limited liability company may be filled by: (1) the affirmative ... (a) If a class or group of the members of a limited liability company is entitled by the company agreement of the company to elect ... Other methods of classifying managers of a limited liability company, including providing for managers who serve for staggered terms of office or terms that are ... This subchapter applies only to a meeting of and voting by: (1) the governing authority of a limited liability company; (2) the members of a ... (a) Except as provided by Subsection (b), notice of a regular or special meeting of the governing authority or members of a limited liability company, ... A majority of all of the governing persons, members, or committee members of a limited liability company constitutes a quorum for the purpose of transacting ... Each governing person, member, or committee member of a limited liability company has an equal vote at a meeting of the governing authority, members, or ... Except as provided by this title or Title 1, the affirmative vote of the majority of the governing persons, members, or committee members of a ... (a) Except as provided in this section or any other section in this title, an action of a limited liability company may be approved by ... (a) A member of a limited liability company may vote: (1) in person; or (2) by a proxy executed in writing by the member. (b) ... (a) This section applies only to an action required or authorized to be taken at an annual or special meeting of the governing authority, the ... Members or managers of a limited liability company may take action at a meeting of the members or managers or without a meeting in any ... 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, ... (a) A limited liability company may: (1) indemnify a person; (2) pay in advance or reimburse expenses incurred by a person; and (3) purchase or ... In this subchapter: (1) "Derivative proceeding" means a civil suit in the right of a domestic limited liability company or, to the extent provided by ... A member may not institute or maintain a derivative proceeding unless: (1) the member: (A) was a member of the limited liability company at the ... (a) A member may not institute a derivative proceeding until the 91st day after the date a written demand is filed with the limited liability ... (a) The determination of how to proceed on allegations made in a demand or petition relating to a derivative proceeding must be made by an ... (a) If the domestic or foreign limited liability company that is the subject of a derivative proceeding commences an inquiry into the allegations made in ... (a) If a domestic or foreign limited liability company proposes to dismiss a derivative proceeding under Section 101.458, discovery by a member after the filing ... A written demand filed with the limited liability company under Section 101.453 tolls the statute of limitations on the claim on which demand is made ... (a) A court shall dismiss a derivative proceeding on a motion by the limited liability company if the person or group of persons described by ... If a derivative proceeding is instituted after a demand is rejected, the petition must allege with particularity facts that establish that the rejection was not ... (a) A derivative proceeding may not be discontinued or settled without court approval. (b) The court shall direct that notice be given to the affected ... (a) In this section, "expenses" means reasonable expenses incurred by a party in a derivative proceeding, including: (1) attorney's fees; (2) costs of pursuing an ... (a) In a derivative proceeding brought in the right of a foreign limited liability company, the matters covered by this subchapter are governed by the ... (a) In this section, "closely held limited liability company" means a limited liability company that has: (1) fewer than 35 members; and (2) no membership ... (a) In addition to the books and records required to be kept under Section 3.151, a limited liability company shall keep at its principal office ... (a) A member of a limited liability company or an assignee of a membership interest in a limited liability company, or a representative of the ... After an event requiring the winding up of a limited liability company unless a revocation as provided by Section 11.151 or a cancellation as provided ... A majority vote of all of the governing members of a limited liability company or, if the limited liability company has no members, a majority ... Last modified: August 11, 2007 |