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Texas Vernon's Texas Civil Statutes Section 1528n. - Texas Limited Liability Company Act.

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Art. 1528n. TEXAS LIMITED LIABILITY COMPANY ACT.                               

Text of article effective until January 1, 2010
PART ONE
Short Title, Captions, Parts, Articles, Sections, Subsections, and Paragraphs
Art. 1.01. A. This act shall be known and may be cited as the "Texas Limited Liability Company Act." B. The divisions of this act into Parts, Articles, Sections, Subsections and Paragraphs and the use of captions in connection therewith are solely for the convenience and shall have no legal effect in construing the provisions of this Act. C. This act has been organized and subdivided in the following manner: (1) The act is divided into Parts, containing groups of related Articles. Parts are numbered consecutively with cardinal numbers. (2) The act is also divided into Articles, numbered consecutively with Arabic numerals. (3) Articles are divided into Sections. The Sections within each Article are numbered consecutively with capital letters. (4) Sections are divided into subsections. The subsections within each Section are numbered consecutively with Arabic numerals enclosed in parentheses. (5) Subsections are divided into paragraphs. The paragraphs within each subsection are numbered consecutively with lower case letters enclosed in parentheses.
Definitions
Art. 1.02. A. As used in this Act, unless the context otherwise requires, the term: (1) "Bankrupt" means bankrupt under the federal Bankruptcy Act or insolvent under any state insolvency act. (2) "Court" includes every court and judge having jurisdiction in the action. (3) "Limited Liability Company" or "Company" means a limited liability company organized and existing under this chapter. (4) "Person" includes an individual, corporation, business trust, estate, trust, custodian, trustee, executor, administrator, nominee, partnership, registered limited liability partnership, limited partnership, association, limited liability company, government, governmental subdivision, governmental agency, governmental instrumentality, and any other legal or commercial entity, in its own or representative capacity. Any of the foregoing entities may be formed under the laws of this state or any other jurisdiction. (5) "Real Property" means land and any interest or estate in land. (6) "Business" means every trade and occupation or profession. (7) "Conveyance" means every assignment, lease, mortgage, or incumbrance. (8) "TBCA" means the Texas Business Corporation Act as amended and as it may hereafter be amended. (9) "Foreign Limited Liability Company" means an entity formed under the laws of a jurisdiction other than this state (a) that is characterized as a limited liability company by such laws or (b) although not so characterized by such laws, that elects to procure a certificate of authority pursuant to Article 7.01 of this act, that is formed under laws which provide that some or all of the persons entitled to receive a distribution of the assets thereof upon the entity's dissolution or otherwise or to exercise voting rights with respect to an interest in the entity shall not be liable for the debts, obligations or liabilities of the entity and which is not eligible to become authorized to do business in this state under any other statute. (10) "Merger" means (a) the division of a domestic limited liability company into two or more new domestic limited liability companies or into a surviving limited liability company and one or more new domestic or foreign limited liability companies or other entities, or (b) the combination of one or more domestic limited liability companies with one or more domestic or foreign limited liability companies or other entities resulting in (i) one or more surviving domestic or foreign limited liability companies or other entities, (ii) the creation of one or more new domestic or foreign limited liability companies or other entities, or (iii) one or more surviving domestic or foreign limited liability companies or other entities and the creation of one or more new domestic or foreign limited liability companies or other entities. (11) "Conversion" means: (a) the continuance of a domestic limited liability company as, and in the organizational form of, a foreign limited liability company or other entity; or (b) the continuance of a foreign limited liability company or other entity as, and in the organizational form of, a domestic limited liability company. (12) "Converted entity" means any domestic or foreign limited liability company or other entity to which a converting entity has converted or intends to convert as permitted by Article 10.08 of this Act. (13) "Converting entity" means any domestic or foreign limited liability company or other entity that has converted or intends to convert as permitted by Article 10.08 of this Act. (14) "Other entity" means any entity, whether organized for profit or not, that is a corporation, limited or general partnership, limited liability company (other than a domestic or foreign limited liability company), real estate investment trust, joint venture, joint stock company, cooperative, association, bank, trust, insurance company, or other legal entity organized pursuant to the laws of this state or any other state or country.
PART TWO
Purposes
Art. 2.01. A. A limited liability company formed under this Act may engage in any lawful business unless a more limited purpose is stated in its articles of organization or regulations. B. A limited liability company engaging in a business that is subject to regulation by another Texas statute may be formed under this Act only if it is not prohibited by the other statute. The limited liability company is subject to all limitations of the other statute.
Powers
Art. 2.02. A. Each limited liability company shall have the power provided for a corporation under the TBCA and a limited partnership under the Texas Revised Limited Partnership Act. B. Nothing in this Article grants any authority to managers or members of a limited liability company for the exercise of the powers of a limited liability company, inconsistent with limitations on any of the same which may be expressly set forth in this Act or any articles of organization or regulations or in any laws of this State. Authority of managers and members to act beyond the scope of the purpose or purposes of a limited liability company is not granted by any provision of this Act. C. Nothing contained in this Act shall be deemed to authorize any action in violation of the Anti-Trust laws of this State, as now existing or hereafter amended. D. A limited liability company engaged as a common carrier in the pipeline business for transporting oil, oil products, gas, carbon dioxide, salt brine, fuller's earth, sand, clay, liquefied minerals, or other mineral solutions has all of the rights and powers conferred by Sections 111.019-111.022, Natural Resources Code.
Limited liability company names; use of assumed names
Art. 2.03. A. The limited liability company name shall conform to the following requirements: (1) It shall either contain the words "Limited Liability Company" or "Limited Company" or the abbreviations "L.L.C.," "LLC," "LC," or "L.C." and shall contain such additional words as may be required by law. The word "Limited" may be abbreviated as "Ltd." or "LTD" and the word "Company" may be abbreviated as "Co." However, a limited liability company formed before September 1, 1993, that complied with this Section on the date of formation, but does not comply with this Section as revised, is not required to change its name. (2) It shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of organization. (3) It shall not be the same as, or deceptively similar to, the name of any domestic limited liability company, corporation or limited partnership existing under the laws of this state, or the name of any foreign limited liability company, corporation or limited partnership authorized to transact business in this state, or a name the exclusive right to which is, at the time, reserved in the manner provided in this Act or any other statute providing for reservation of names by a corporation or limited partnership, or the name of a limited liability company, corporation or limited partnership which has in effect a registration of its company name as provided in this act or any other applicable law provided that a name may be similar if written consent is obtained from the existing limited liability company, corporation or limited partnership having the name deemed to be similar or the person for whom the name deemed to be similar is reserved in the office of the Secretary of State. B. Any domestic or foreign limited liability company having authority to transact business in this State, may do so under an assumed name, by filing an assumed name certificate in the manner prescribed by law. C. The filing of articles of organization under Part Three of this Act or an application to reserve a specified company name under Article 2.04 of this Act, does not authorize the use of limited liability company name in this State in violation of the rights of another under the Federal Trademark Act of 1946 (15 U.S.C., Section 1051 et seq.), the Texas trademark law (Chapter 16, Business & Commerce Code), the Assumed Business or Professional Name Act (Chapter 36, Business & Commerce Code), or the common law.
Reserved Name
Art. 2.04. A. The exclusive right to the use of a limited liability company name may be reserved by any person. B. The reservation shall be made by filing with the Secretary of State an application to reserve a specified company name, executed by the applicant or the attorney or agent thereof. If the Secretary of State finds that the name is available for limited liability company use, the Secretary of State shall reserve the same for the exclusive use of the applicant for a period of one hundred and twenty (120) days. C. The right to the exclusive use of a specified company name so reserved may be transferred to any other person or limited liability company by filing in the office of the Secretary of State a notice of such transfer, executed by the applicant for whom the name was reserved, and specifying the name and address of the transferee. D. Any person for whom a specified company name has been reserved pursuant to Section B of this article may, during the period for which such name is reserved, terminate such reservation by filing with the Secretary of State an application for cancellation of reservation of company name, together with the applicable fee.
Registered Office and Registered Agent
Art. 2.05. A. Each limited liability company or foreign limited liability company subject to this Act shall have and continuously maintain in this State: (1) A registered office which may be, but need not be, the same as its place of business. (2) A registered agent, which agent may be either an individual resident in this State whose business office is identical with such registered office, or a person organized under or authorized to transact business in this State which has a business office identical with such registered office.
Change of Registered Office or Registered Agent
Art. 2.06. A. A limited liability company or foreign limited liability company subject to this Act may change its registered office or change its registered agent, or both, upon filing in the office of the Secretary of State a statement setting forth: (1) The name of the limited liability company. (2) The post office address of its then registered office. (3) If the post office address of its registered office is to be changed, the post office address to which the registered office is to be changed. (4) The name of its then registered agent. (5) If its registered agent is to be changed, the name of its successor registered agent. (6) That the post office address of its registered office and the post office address of the business office of its registered agent, as changed, will be identical. (7) That such change was authorized by its members or managers. B. The statement required by this article shall be executed on behalf of the limited liability company or foreign limited liability company by an authorized member or manager. The original and a copy of the statement shall be delivered to the Secretary of State. If the Secretary of State finds that such statement conforms to the provisions of this Act, the Secretary of State shall, when the appropriate filing fee is paid as prescribed by law: (1) Endorse on the original and the copy the word "filed," and the month, day, and year of the filing thereof. (2) File the original in the office of the Secretary of State. (3) Return the copy to the limited liability company or its representative. C. Upon such filing, the change of address of the registered office, or the appointment of a new registered agent, or both, as the case may be, shall become effective. D. Any registered agent of a limited liability company or foreign limited liability company may resign: (1) by giving written notice to the limited liability company at its last known address; and (2) by giving written notice, in duplicate (the original and one copy of the notice), to the Secretary of State within ten days after mailing or delivery of said notice to the limited liability company. Such notice shall include the last known address of the limited liability company and shall include the statement that written notice of resignation has been given to the limited liability company and the date thereof. Upon compliance with the requirements as to written notice, the appointment of such agent shall terminate upon the expiration of thirty (30) days after receipt of such notice by the Secretary of State. If the Secretary of State finds that such written notice conforms to the provisions of this Act, the Secretary of State shall: (1) Endorse on the original and the copy of the word "filed" and the month, day, and year of the filing thereof. (2) File the original in the office of the Secretary of State. (3) Return the copy to such resigning registered agent. (4) Notify the limited liability company of the resignation of the registered agent. No fee shall be required to be paid for the filing of a resignation under this section.
Change of Address of Registered Agent
Art. 2.07. A. The location of the registered office in Texas for a limited liability company or foreign limited liability company subject to this Act may be changed from one address to another upon filing in the office of the Secretary of State a statement setting forth: (1) The name of the limited liability company or foreign limited liability company represented by such registered agent. (2) The address at which such registered agent has maintained the registered office for the limited liability company or foreign limited liability company. (3) The new address at which such registered agent will thereafter maintain the registered office for the limited liability company or foreign limited liability company. (4) A statement that notice of the change has been given to said limited liability company or foreign limited liability company in writing at least ten (10) days prior to such filing. B. The statement required by this article shall be signed by the registered agent, or, an authorized officer, manager or member on its behalf. If the registered agent is simultaneously filing statements as to more than one limited liability company, each such statement may contain facsimile signatures in the execution. The original and one copy of the statement shall be delivered to the Secretary of State. If the Secretary of State finds that such statement conforms to the provisions of this Act, the Secretary of State shall: (1) Endorse on the original and the copy the word "filed," and the month, day, and year of the filing thereof. (2) File the original in the office of the Secretary of State. (3) Return the copy to such registered agent. C. The registered office of the limited liability company or foreign limited liability company named in such statement shall be changed to the new address of the registered agent upon the filing of such statement by the Secretary of State.
Service of Process on a Limited Liability Company
Art. 2.08. A. The managers, if any, and the registered agent shall be agents of a limited liability company or foreign limited liability company upon whom any process, notice, or demand required or permitted by law to be served upon the limited liability company or foreign limited liability company may be served. B. Whenever a limited liability company or foreign limited liability company shall fail to appoint or maintain a registered agent in this State, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the Secretary of State shall be an agent of such limited liability company or foreign limited liability company upon whom any such process, notice, or demand may be served. Service on the Secretary of State of any process, notice, or demand shall be made by delivering to and leaving with the Secretary of State, or with the Deputy Secretary of State, or with any clerk having charge of the limited liability company department of the Secretary of State's office, duplicate copies of such process, notice, or demand. In the event any such process, notice, or demand is served on the Secretary of State, the Secretary of State shall immediately cause one of the copies thereof to be forwarded by registered mail, addressed to the limited liability company or foreign limited liability company at its registered office. Any service so had on the Secretary of State shall be returnable in not less than thirty (30) days. C. The Secretary of State shall keep a record of all processes, notices and demands served under this Article, and shall record therein the time of such service and the action with reference thereto. D. Nothing herein contained shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a limited liability company or foreign limited liability company in any manner now or hereafter permitted by law.
Regulations of Limited Liability Company
Art. 2.09. A. The members of a limited liability company have the power to adopt, alter, amend, or repeal the regulations of a limited liability company. The articles of organization or regulations may provide that the manager or managers also have the power to adopt, alter, amend, or repeal the regulations, in whole or in part. Regulations may provide that they may not, in whole or specified part, be altered, amended, or repealed by the managers. The regulations may contain any provisions for the regulation and management of the affairs of the limited liability company not inconsistent with law or the articles of organization. Any provision of this Act subject to variation or modification by the regulations of a limited liability company is also subject to variation or modification by the articles of organization of the limited liability company. B. Unless otherwise provided in the articles of organization or regulations, adoption, alteration, amendment, or repeal of the regulations of a limited liability company requires the affirmative vote, approval, or consent of all the members or, if the manager or managers have the power to adopt, alter, amend, or repeal the regulations of a limited liability company, the affirmative vote, approval, or consent of all the managers. C. Unless otherwise provided in the articles of organization or regulations adopted with the affirmative vote, approval, or consent needed to approve an action listed in Section D, G, or H, Article 2.23, of this Act, no regulation that effects an action listed in Section D, G, or H, Article 2.23, of this Act may be indirectly effected through the adoption, alteration, amendment, or repeal of regulations of a limited liability company without the affirmative vote, approval, or consent required by Section D, G, or H, Article 2.23, of this Act. Art. 2.10. Repealed by Acts 1993, 73rd Leg., ch. 215, Sec. 1.32(1), eff. Sept. 1, 1993.
Limited Liability Company Property
Art. 2.11. A. Real or personal property owned or purchased by a limited liability company may be held and owned, and conveyance may be made, in the name of the limited liability company. Instruments and documents providing for the acquisition, mortgage, or disposition of the property of the limited liability company shall be valid and binding upon the company, if they are executed by one or more persons as provided in Article 2.21 of this Act.
Managers
Art. 2.12. A. Except and to the extent the articles of organization or the regulations shall reserve management of the limited liability company to the members in whole or in part, and subject to provisions in the articles of organization, the regulations, or this Act restricting or enlarging the powers, rights, and duties of any manager or group or class of managers, the powers of a limited liability company shall be exercised by or under the authority of, and the business and affairs of a limited liability company shall be managed under the direction of, the manager or managers of the limited liability company. If management of the limited liability company is fully reserved to the members, the limited liability company need not have managers. Managers need not be residents of this State or members of the limited liability company unless the regulations so require. The regulations may prescribe other qualifications for managers. If the management of the limited liability company is reserved in whole or in part to the members, Articles 2.17, 2.18, 2.19, and 2.20 of this Act apply to the members who manage the limited liability company to the same extent as those articles would otherwise apply to managers of a limited liability company.
Number and Election of Managers
Art. 2.13. A. The managers of a limited liability company, if any, shall consist of one or more persons. The number of managers shall be fixed by, or in the manner provided in, the regulations, except as to the number constituting the initial managers, which number shall be fixed by the articles of organization. The number of managers may be increased or decreased from time to time by amendment to, or in the manner provided in, the regulations, but, unless provided otherwise in the articles of organization or the regulations, no decrease shall have the effect of shortening the term of any incumbent manager. In the absence of a regulation fixing the number of managers or providing for the manner in which the number of managers shall be fixed, the number of managers shall be the same as the number constituting the initial managers. The names and addresses of the initial managers, if any, shall be stated in the articles of organization. Unless otherwise provided in the regulations or in any resolution of the managers or members appointing that manager in accordance with the regulations or articles of organization, each manager shall hold office for the term for which elected, if any term is specified, and until that manager's successor has been elected, or until that manager's earlier death, resignation, or removal. The regulations may provide for the time or times at which the members entitled to vote in the election of managers shall elect managers and the term for which the managers shall hold office. The regulations may provide that any class or group of members shall be entitled to elect one or more managers, who shall hold office for such terms as shall be stated in the regulations. The regulations may provide that at any meeting of members called expressly for that purpose any managers may be removed, with or without cause, as provided therein; however, if any class or group of members is entitled to elect one or more managers by the provisions of the regulations, only the members of that class or group shall be entitled to vote for or against the removal of any managers elected by the members of that class or group.
Classification of Managers
Art. 2.14. A. The regulations may provide that the managers shall be divided into more than one class, each class to be the number specified in the regulations, the terms of managers of each class to expire in the order provided in the regulations and at the meetings of the members at which the regulations provide that managers are to be elected. If the regulations provide for the classification of managers, (1) the whole number of managers of the limited liability company need not be elected annually or at any regularly scheduled meeting of the members, and (2) after such classification, at each meeting at which the regulations provide that managers are to be elected, the number of managers equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the next succeeding meeting at which the regulations provide that the successors to the managers are to be elected. A classification of managers adopted after the last meeting of members at which managers were elected may not be effective before the next meeting of members at which managers are elected unless the classification is effected by an amendment to the regulations adopted by the members.
Vacancies
Art. 2.15. A. Unless otherwise provided in the articles of organization or the regulations, any vacancy occurring in the managers may be filled in accordance with Section B of this Article or may be filled by the affirmative vote of a majority of the remaining managers though less than a quorum of the managers. Unless otherwise provided in the articles of organization or the regulations, a manager elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office. B. Unless otherwise provided in the articles of organization or the regulations, any vacancy occurring in the managers to be filled by reason of an increase in the number of managers may be filled by election at an annual or special meeting of members called for that purpose. C. Notwithstanding Sections A and B of this Article, whenever the holders of any class or series of membership interests are entitled to elect one or more managers by the provisions of the regulations, any vacancies, and any newly created managers of such class or series to be filled by reason of an increase in the number of such managers may be filled by the affirmative vote of a majority of the managers, elected by such class or series then in office or by a sole remaining manager so elected, or by the vote of the holders of the outstanding membership interests of such class or series, and such vacancy shall not in any case be filled by the vote of the remaining managers or the holders of the outstanding membership interests as a whole unless otherwise provided in the regulations. Art. 2.16. Repealed by Acts 1993, 73rd Leg., ch. 215, Sec. 1.32(2), eff. Sept. 1, 1993.
Interested Managers
Art. 2.17. A. Unless otherwise provided in the articles of organization or the regulations, an otherwise valid contract or transaction between a limited liability company and one or more of its managers or officers, or between a limited liability company and any other domestic or foreign limited liability company or other entity in which one or more of its managers or officers are managers, directors or officers or have a financial interest, shall be valid notwithstanding the manager or officer is present at or participates in the meeting of managers or of a committee of managers which authorizes the contract or transaction, or solely because such manager's or managers' votes are counted for such purpose, if any of the following is satisfied: (1) The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the managers or the committee, and the managers or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested managers, even though the disinterested managers be less than a quorum; or (2) The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the members; or (3) The contract or transaction is fair as to the limited liability company as of the time it is authorized, approved, or ratified by the managers, a committee thereof, or the members. B. Unless otherwise provided in the articles of organization or the regulations, common or interested managers may be counted in determining the presence of a quorum at a meeting of the managers or of a committee which authorizes the contract or transaction.
Committees of the Managers
Art. 2.18. A. If the regulations so provide, the managers, by resolution, may designate from among the managers one or more committees, each of which shall be comprised of one or more of the managers, and may designate one or more of the managers as alternate members of any committee, who may, subject to any limitations imposed by the managers, replace absent or disqualified managers at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the regulations, shall have and may exercise all of the authority of the managers, subject to the limitations set forth in Sections B and C of this Article. Unless the resolution designating a particular committee, the articles of organization, or the regulations expressly so provides, a committee of the managers does not have the authority to authorize or make a distribution of limited liability company cash or property to the members or to authorize the issuance of interests in the limited liability company. B. No committee of the managers shall have the authority of the managers in reference to: (1) amending the regulations, except that a committee may, to the extent provided in the resolution designating that committee or in the articles of organization or the regulations, exercise the authority of the managers provided in the regulations to establish the relative rights and preferences of the membership interests of any class or series; (2) approving a plan of merger or share exchange of the limited liability company; (3) recommending to the members a voluntary dissolution of the limited liability company or a revocation thereof; (4) filling vacancies in the managers; (5) fixing the compensation of any member or alternate members of such committee; or (6) altering or repealing any resolution of the managers that by its terms provides that it shall not be so amendable or repealable. C. The designation of a committee of the managers and the delegation thereto of authority shall not operate to relieve the managers of any responsibility imposed by law.
Place and Notice of Managers' Meetings
Art. 2.19. A. Except as otherwise provided in the articles of organization or the regulations, regular or special meetings of the members, managers, or any committee may be held either within or without this State. B. Regular meetings of the managers or committees may be held with or without notice as prescribed in the regulations. Special meetings of the managers or committees shall be held upon such notice as is prescribed in the regulations. C. Except as otherwise provided in the articles of organization or the regulations, if the limited liability company is without managers, regular meetings of members may be held with or without notice as prescribed in the regulations and special meetings of members may be held with or without notice as prescribed in the regulations, unless any such meeting is to consider any of those matters set forth in Section D, Article 2.23, of this Act. Except as otherwise provided in the articles of organization or the regulations, for any meeting of the members at which any of the matters set forth in Section D, Article 2.23, of this Act are to be considered, written or printed notice stating the place, day, and hour of the meeting and describing the purpose or purposes of such meeting shall be delivered to the members not less than 10 or more than 60 days before the meeting, either personally or by mail. D. Except as otherwise provided in the articles of organization or the regulations, if the limited liability company has managers, meetings of members shall be held on written or printed notice, stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, which notice shall be delivered to the members not less than 10 or more than 60 days before the meeting, either personally or by mail. E. If mailed, such notice to a member shall be deemed to be delivered when deposited in the United States mail addressed to the member at the member's address that appears on the records of the limited liability company, with postage prepaid. F. Attendance of a member, manager, or committee member at a meeting shall constitute a waiver of notice of such meeting, except where that member, manager, or committee member attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. G. The articles of organization and regulations may contain provisions relating to giving notice of the time, place, or purpose of a meeting at which a matter is to be voted on by any members or managers, waiver of notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter relating to the exercise of the right to vote.
Indemnification
Art. 2.20. A. Subject to such standards and restrictions, if any, as are set forth in its articles of organization or in its regulations, a limited liability company shall have power to indemnify members and managers, officers, and other persons and purchase and maintain liability insurance for such persons. B. To the extent that at law or in equity, a member, manager, officer, or other person has duties (including fiduciary duties) and liabilities relating thereto to a limited liability company or to another member or manager, such duties and liabilities may be expanded or restricted by provisions in the regulations.
Designation of Officers; Authority and Apparent Authority of Officers, Agents, Managers, and Members
Art. 2.21. A. One or more persons, who may or may not be managers or members, may be designated as officers of the limited liability company by the manager or managers, if management is vested in one or more managers, or by the member or members, if management of the limited liability company is reserved to the members. B. All officers, agents, managers, and members of the limited liability company, as among themselves and the limited liability company, have authority and perform duties in the management of the limited liability company as may be provided in the regulations or as may be determined by resolution of the manager or managers, if management is vested in one or more managers, or of the member or members, if management is reserved to the members, in each case not inconsistent with the regulations or the articles of organization. C. Except as otherwise provided in this Article, the following are agents of a limited liability company for the purpose of its business: (1) any one or more officers or other agents of a limited liability company who are vested with actual or apparent authority; (2) each manager, to the extent that management of the limited liability company is vested in that manager; and (3) each member, to the extent that management of the limited liability company has been reserved to that member. D. An act, including the execution in the name of the limited liability company of any instrument, for the purpose of apparently carrying on in the usual way the business of the limited liability company by any of the persons described in Section C of this Article binds the limited liability company unless: (1) the officer, agent, manager, or member so acting otherwise lacks the authority to act for the limited liability company; and (2) the person with whom the officer, agent, manager, or member is dealing has knowledge of the fact that the officer, agent, manager, or member does not have that authority.
Records to be Kept; Access to Information
Art. 2.22. A. A domestic limited liability company shall keep and maintain the following records in its principal office in the United States or make them available in that office within five days after the date of receipt of a written request under Section E of this Article: (1) a current list that states: (a) the name and mailing address of each member; (b) the percentage or other interest in the limited liability company owned by each member; and (c) if one or more classes or groups are established in or under the articles of organization or regulations, the names of the members who are members of each specified class or group; (2) copies of the federal, state, and local information or income tax returns for each of the limited liability company's six most recent tax years; (3) a copy of the articles of organization and, if the regulations of the limited liability company are in writing, a copy of the regulations, copies of all amendments or restatements of the articles of organization or regulations, executed copies of any powers of attorney, and copies of any document that creates, in the manner provided by the articles of organization or regulations, classes or groups of members; (4) unless contained in the articles of organization or regulations, a written statement of: (a) the amount of the cash contribution and a description and statement of the agreed value of any other contribution made by each member, and the amount of the cash contribution and a description and statement of the agreed value of any other contribution that the member has agreed to make in the future as an additional contribution; (b) the times at which additional contributions are to be made or events requiring additional contributions to be made; (c) events requiring the limited liability company to be dissolved and its affairs wound up; and (d) the date on which each member in the limited liability company became a member; and (5) correct and complete books and records of account of the limited liability company. B. A limited liability company shall maintain such records in written form or in another form capable of conversion into written form within a reasonable time. C. A limited liability company shall keep in its registered office in Texas and make available to members on reasonable request the street address of its principal United States office in which the records required by this section are maintained or will be available. D. A member or an assignee of a membership interest, on written request stating the purpose, may examine and copy, in person or by the member's or assignee's representative, at any reasonable time, for any proper purpose, and at the member's expense, records required to be kept under this section and other information regarding the business, affairs, and financial condition of the limited liability company as is just and reasonable for the person to examine and copy. E. On the written request by any member or an assignee of a membership interest made to the person and address designated in the regulations, the limited liability company shall provide to the requesting member or assignee without charge true copies of: (1) the articles of organization and regulations and all amendments or restatements; and (2) any of the tax returns described in Subdivision (2) of Section A of this Article.
Voting, Quorum, and Action
Art. 2.23. A. Except as otherwise provided in this Act, in the articles of organization, or in the regulations, a majority of the members, managers, or members of any committee constitutes a quorum for the transaction of business at any meeting of the members, the managers, or the committee. Except as otherwise provided in the articles of organization or the regulations, an act of a majority of the members entitled to vote, the managers, or the members of a committee, who are present at a meeting of the members, the managers, or the committee at which a quorum is present is the act of the members, the managers, or the committee. Except as otherwise provided in the articles of organization or the regulations, any member may vote either in person or by proxy executed in writing by the member. B. (1) Unless otherwise provided by the articles of organization or the regulations, any act required or permitted to be taken at any meeting of the members, the managers, or any committee may be taken without a meeting, without prior notice, and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the members, managers, or committee members, as the case may be, having not fewer than the minimum number of votes that would be necessary to take the action at a meeting at which all members, managers, or committee members, as the case may be, entitled to vote on the action were present and voted. (2) Unless otherwise provided in the regulations, a telegram, telex, cablegram, or similar transmission by a person, or a photographic, photostatic, facsimile, or similar reproduction of a writing signed by a person, shall be regarded as signed by that person for the purposes of this Article. C. Subject to the provisions required or permitted by this Act, unless otherwise provided in the articles of organization or the regulations, members, managers, or members of any committee may participate in and hold a meeting of the members, managers, or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting may hear each other. Participation in a meeting pursuant to this Section constitutes presence in person at the meeting except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. C-1. Members or managers may take action at a meeting of the members or managers or without a meeting in any manner permitted by the articles of organization, regulations, or this Act. Unless otherwise provided by the articles of organization or the regulations, an action is effective if it is taken by: (1) an affirmative vote of those persons having not fewer than the minimum number of votes that would be necessary to take the action at a meeting at which all members or managers, as the case may be, entitled to vote on the action were present and voted; or (2) consent of each member of the limited liability company, which may be established by: (a) the member's failure to object to the action in a timely manner, if the member has full knowledge of the action; (b) consent to the action in writing signed by the member; or (c) any other means reasonably evidencing consent. D. Except as provided in the articles of organization or the regulations, the affirmative vote, approval, or consent of a majority of all the members is required to: (1) approve any merger, consolidation, share or interest exchange, or other transaction authorized by or subject to the provisions of Part Ten of this Act; (2) voluntarily cause the dissolution of the limited liability company; or (3) authorize any act that would make it impossible to carry on the ordinary business of the limited liability company. E. Except as provided in the regulations, the affirmative vote, approval, or consent of a majority of all of the managers, if management of the limited liability company is vested in one or more managers, or of the members, if management of the limited liability company is reserved to the members, is required to take any action, other than an action listed in Section D of this Article, that is not apparently for the carrying on of the business of the limited liability company in the usual way. F. Except as otherwise provided in the articles of organization or the regulations, for purposes of this Act, a "majority" of the members, managers, or any committee of the managers means more than one-half, by number, of all the members, managers, or members of the committee, as the case may be. G. Except as provided in the articles of organization or the regulations, if the limited liability company has no members, has not received any capital, and has not otherwise commenced business, a majority of the managers named in the articles of organization may amend the articles of organization or dissolve the limited liability company. H. Except as provided in Section G of this Article, the articles of organization, or the regulations, the affirmative vote, approval, or consent of all members is required to amend the articles of organization.
PART THREE
Formation
Art. 3.01. A. Any natural person of the age of eighteen years or more, or any other person (without regard to place of residence, domicile, or organization) may act as an organizer of a limited liability company by signing the articles of organization for such limited liability company and by delivering the original and a copy of the articles of organization to the Secretary of State.
Articles of Organization
Art. 3.02. A. The initial Articles of Organization shall set forth: (1) The name of the limited liability company; (2) The period of duration, which may be perpetual; (3) The purpose for which the limited liability company is organized which may be stated to be, or to include, the transaction of any or all lawful business for which limited liability companies may be organized under this Act; (4) The address of its initial registered office and the name of its initial registered agent at that address; (5) If the limited liability company is to have a manager or managers, a statement to that effect and the names and the addresses of the initial manager or managers, or if the limited liability company will not have managers, a statement to that effect and the names and the addresses of the initial members; (6) The name and the address of each organizer, unless the limited liability company is being organized pursuant to a plan of conversion or a plan of merger, in which case the articles need not include such information; (7) Any provision required by Part Eleven of this Act, if the limited liability company is a professional limited liability company; (8) If the limited liability company is being organized pursuant to a plan of conversion or a plan of merger, a statement to that effect, and in the case of a plan of conversion, the name, address, prior form of organization, date of incorporation, formation, or organization, and jurisdiction of incorporation, formation, or organization of the converting entity; and (9) Any other provisions, not inconsistent with law, that the members elect to set out in the articles of organization for the regulation of the internal affairs of the limited liability company, including any provisions that under this Act are permitted to be set out in the regulations of the limited liability company. B. It shall not be necessary to set forth in the articles of organization any of the company powers enumerated in this Act.
Filing of Articles of Organization
Art. 3.03. A. Except as provided by Section C of this Article, the original and a copy of the articles of organization shall be delivered to the Secretary of State. If the Secretary of State finds that the articles of organization conform to law, the Secretary of State shall, when all fees have been paid as required by law: (1) Endorse on the original and the copy the word "filed," and the month, day, and year of the filing thereof. (2) File the original in the office of the Secretary of State. (3) Issue a certificate of organization to which shall be affixed the copy. B. The certificate of organization, together with the copy of the articles of organization affixed thereto by the Secretary of State, shall be delivered to the organizers or their representatives. C. In the case of a new domestic limited liability company being organized pursuant to a plan of conversion or a plan of merger pursuant to Part Ten of this Act, the articles of organization of the limited liability company shall be filed with the Secretary of State with the articles of conversion or merger and need not be filed separately pursuant to Section A of this Article. If the Secretary of State finds that the articles of organization conform to the law, the Secretary of State shall file the articles of organization in the office of the Secretary of State and issue a certificate of organization, to which the Secretary of State shall affix a copy of the articles of organization, and deliver the same to the party or parties filing the articles of conversion or merger or their representatives with the certificate of conversion or merger that is issued in connection with the conversion or merger. In the case of a conversion or a merger, the certificate of organization of a domestic limited liability company that is a converted entity or that is to be created pursuant to the plan of merger shall become effective on the effectiveness of the conversion or the merger, as the case may be.
Effect of the Issuance of Certificate of Organization
Art. 3.04. A. Except as provided by Section B of this Article, on the issuance of the certificate of organization, the limited liability company's existence shall begin. B. In the case of a new domestic limited liability company being organized pursuant to a plan of conversion or a plan of merger pursuant to Part Ten of this Act, the existence of the limited liability company as such shall begin on the effectiveness of the conversion or the merger, as the case may be. C. On the issuance of the certificate of organization or the effectiveness of the merger or conversion, the certificate of organization shall be conclusive evidence that all conditions precedent required to be performed for the valid organization of the limited liability company have been complied with and that the limited liability company has been duly organized under this Act, except as against the state in a proceeding for involuntary dissolution.
Right to Amend Articles of Organization
Art. 3.05. A. A limited liability company may amend its articles of organization from time to time, in any and as many respects as may be desired, so long as its articles of organization as amended contain only such provisions as might be lawfully contained in original articles of organization at the time of making such amendment. B. In particular, and without limitation upon such general power of amendment, a limited liability company may amend its articles of organization from time to time so as: (1) To change its limited liability company name. (2) To change the time stated in the articles of organization for the dissolution of the limited liability company. (3) To change, enlarge, or diminish its limited liability company purposes. (4) To include or modify any provision which could be included in the original articles of organization.
Articles of Amendment
Art. 3.06. A. The articles of amendment shall be executed on behalf of the limited liability company by an authorized manager or member. B. The articles of amendment shall set forth: (1) The name of the limited liability company. (2) If the amendment alters any provision of the original or amended articles of organization an identification by reference or description of the altered provision and a statement of its text as it is amended to read. If the amendment is an addition to the original or amended articles of organization a statement of that fact and the text of each provision added. (3) A statement that the amendment was approved in accordance with Section G or H of Article 2.23 of this Act or as otherwise provided in the articles of organization or regulations and the date of the approval.
Filing of Articles of Amendment
Art. 3.07. A. The original and a copy of the articles of amendment shall be delivered to the Secretary of State. If the Secretary of State finds that the articles of amendment conform to law, the Secretary of State shall, when the appropriate filing fee is paid as required by law: (1) Endorse on the original and the copy the word "filed," and the month, day, and year of the filing thereof. (2) File the original in the office of the Secretary of State. (3) Issue a certificate of amendment to which shall be affixed the copy. B. The certificate of amendment, together with the copy of the articles of amendment affixed thereto by the Secretary of State shall be delivered to the limited liability company or its representative.
Effect of Certificate of Amendment
Art. 3.08. A. Upon the issuance of the certificate of amendment by the Secretary of State, the amendment shall become effective and the articles of organization shall be amended accordingly. B. No amendment shall affect any existing cause of action in favor of or against such limited liability company or any pending suit to which such limited liability company shall be a party, or the existing rights of persons other than members, and, in the event the limited liability company name shall be changed by amendment, no suit brought by or against such limited liability company under its former name shall abate for that reason.
Restated Articles of Organization
Art. 3.09. A. By following the procedure to amend the articles of organization provided by this Act, a limited liability company may authorize, execute, and file restated articles of organization that restate the entire text of the articles of organization, as amended or supplemented by: (1) all certificates of amendment previously issued by the Secretary of State; or (2) all certificates of amendment previously issued by the Secretary of State and by further amendments included in the restated articles of organization. Unless otherwise provided by the articles of organization or the regulations, member approval is not required if further amendment is not made by the restated articles of organization. B. Restated articles of organization that restate the entire articles of organization as amended and supplemented by all certificates of amendment previously issued by the Secretary of State, without making a further amendment, must contain an introductory paragraph stating that the instrument accurately copies the articles of organization and all amendments to the articles of organization that are in effect to date and that the instrument does not contain any other change in a provision of the articles of organization or a previous amendment, other than: (1) the insertion of the current number of managers, if any, and the names and addresses of the persons then serving as managers, if any, in lieu of similar information concerning the initial managers; and (2) the omission of the name and address of each organizer. C. An instrument containing restated articles of organization that restate the entire articles of organization as amended and supplemented by all certificates of amendment previously issued by the Secretary of State and as further amended by the restated articles of organization must: (1) state that each amendment made by the restated articles of organization has been effected in conformity with this Act; (2) include the statements required by this Act to be contained in articles of amendment; and (3) state that the instrument accurately copies the articles of organization and all amendments that are in effect to date and as further amended by the restated articles of organization and that the instrument does not contain any other change in a provision of the articles of organization or the previous amendments, other than: (a) the insertion of the current number of managers, if any, and the names and addresses of the persons then serving as managers, if any, in lieu of similar information concerning the initial managers; and (b) the omission of the name and address of each organizer. D. Restated articles of organization must be executed on behalf of the limited liability company by an authorized manager or member. The original and a copy of the restated articles of organization shall be delivered to the Secretary of State. If the Secretary of State finds that the restated articles of organization conform to law, and the appropriate filing fee is paid as required by law, the Secretary of State shall: (1) endorse on the original and the copy the word "Filed" and the month, day, and year of filing; (2) file the original in the Secretary of State's office; and (3) issue a restated certificate of organization and affix the copy to the restated certificate of organization. E. The restated certificate of organization, together with the copy of the restated articles of organization affixed to the restated certificate of organization by the Secretary of State, shall be delivered to the limited liability company or its representative. F. On issuance of a restated certificate of organization by the Secretary of State, the original articles of organization and all amendments to the original articles are superseded, and the restated articles of organization are the articles of organization of the limited liability company.
PART FOUR
Admission of Members and Issuance of Membership Interests
Art. 4.01. A. A limited liability company may have one or more members. In connection with the formation of a limited liability company, a person becomes a member on the latter of: (1) the date of formation of the limited liability company; or (2) the date stated in the records of the limited liability company as the date that the person becomes a member or, if no date is stated in those records, on the date that the person's admission is first reflected in the records of the limited liability company. B. After the formation of a limited liability company, a person becomes a new member: (1) in the case of a person who is not an assignee of a membership interest, including a person acquiring a membership interest directly from the limited liability company and a person to be admitted as a member of the limited liability company without acquiring a membership interest, on compliance with the provisions of the regulations governing admission of new members or, if the regulations contain no relevant admission provisions, on the written consent of all members; and (2) in the case of an assignee of a membership interest, as provided by Section A of Article 4.07 of this Act. B-1. After the formation of a limited liability company, the limited liability company may issue a membership interest in the limited liability company to a person on compliance with the provisions of the regulations governing issuance of membership interests or, if the regulations contain no relevant issuance provisions, upon the consent of all members. B-2. (1) The regulations may provide that a person may be admitted as a member of a limited liability company and acquire a membership interest in the limited liability company, including a person who will be the sole member, without: (a) making a contribution to the limited liability company; or (b) assuming an obligation to make a contribution to the limited liability company. (2) If one or more persons own a membership interest in a limited liability company, the regulations may provide that a person may be admitted to the limited liability company as a member without acquiring a membership interest in the limited liability company. C. Any person may be a member unless the person lacks capacity apart from this Act.
Classes and Voting
Art. 4.02. A. The regulations may establish classes or groups of one or more members having certain expressed relative rights, powers, and duties, including voting rights, and may provide for the future creation, in the manner provided in the regulations, of additional classes or groups of members having certain relative rights, powers, or duties, including voting rights, expressed either in the regulations or at the time of creation. The rights, powers, or duties of a class or group may be senior to those of one or more existing classes or groups of members. B to D. Repealed by Acts 1993, 73rd Leg., ch. 215, Sec. 1.32(3), eff. Sept. 1, 1993.
Liability to Third Parties
Art. 4.03. A. Except as and to the extent the regulations specifically provide otherwise, a member or manager is not liable for the debts, obligations or liabilities of a limited liability company including under a judgment decree, or order of a court. B. Transaction of business outside state. It is the intention of the legislature by the enactment of this Act that the legal existence of limited liability companies formed under this Act be recognized beyond the limits of this state and that, subject to any reasonable registration requirements, any such limited liability company transacting business outside this state be granted the protection of full faith and credit under Section 1 of Article IV of the Constitution of the United States. C. Parties to actions. A member of a limited liability company is not a proper party to proceedings by or against a limited liability company, except where the object is to enforce a member's right against or liability to the limited liability company.
Nature of Membership Interest
Art. 4.04. A. A membership interest is personal property. A member has no interest in specific limited liability company property.
Assignment of Membership Interest
Art. 4.05. A. Unless otherwise provided by the regulations: (1) a membership interest is assignable in whole or in part; (2) an assignment of a membership interest does not of itself dissolve the limited liability company or entitle the assignee to participate in the management and affairs of the limited liability company or to become or exercise any rights of a member; (3) an assignment entitles the assignee to be allocated income, gain, loss, deduction, credit, or similar items, and to receive distributions, to which the assignor was entitled, to the extent those items are assigned, and, for any proper purpose, to require reasonable information or account of transactions of the limited liability company and to make reasonable inspection of the books and records of the limited liability company; and (4) until the assignee becomes a member, the assignor member continues to be a member and to have the power to exercise any rights or powers of a member, except to the extent those rights or powers are assigned. B. The regulations may provide that a member's membership interest may be evidenced by a certificate of membership interest issued by the limited liability company, may provide for the assignment or transfer of membership interests represented by a certificate, and may make other provisions with respect to the certificate. C. Until an assignee of the interest of a member in a limited liability company is admitted as a member, the assignee does not have liability as a member solely as a result of the assignment.
Rights of Judgment Creditor
Art. 4.06. A. On application to a court of competent jurisdiction by a judgment creditor of a member or any other owner of a membership interest, the court may charge the membership interest of the member or other owner with payment of the unsatisfied amount of the judgment. Except as otherwise provided in the regulations to the extent that the membership interest is charged in this manner, the judgment creditor has only the rights of an assignee of the interest. This Section does not deprive any member of the benefit of any exemption laws applicable to that member's membership interest.
Right of Assignee to Become Member
Art. 4.07. A. An assignee of a membership interest may become a member if and to the extent that: (1) the regulations provide; or (2) all members consent. B. An assignee who becomes a member has, to the extent assigned, the rights and powers and is subject to the restrictions and liabilities of a member under the regulations and this Act. Unless otherwise provided by regulations, an assignee who becomes a member also is liable for the obligations of the assignor to make contributions but is not obligated for liabilities unknown to the assignee at the time the assignee became a member and which could not be ascertained from the regulations. C. Whether or not an assignee of a membership interest becomes a member, the assignor is not released from the assignor's liability to the limited liability company.
PART FIVE
Form of Contribution
Art. 5.01. A. The contribution of a member may consist of any tangible or intangible benefit to the limited liability company or other property of any kind or nature, including cash, a promissory note, services performed, a contract for services to be performed, or other interests in or securities or other obligations of any other limited liability company, domestic or foreign, or other entity.
Liability for Contribution Obligations
Art. 5.02. A. A promise by a member to make a contribution to, or otherwise pay cash or transfer property to, a limited liability company is not enforceable unless set out in writing and signed by the member. B. Except as otherwise provided by the articles of organization or regulations, a member or the member's legal representative or successor is obligated to the limited liability company to perform an enforceable promise to make a contribution to or otherwise pay cash or transfer property to a limited liability company, notwithstanding the member's death, disability, or other change in circumstances. If a member or a member's legal representative or successor does not make a contribution or other payment of cash or transfer of property required by the enforceable promise, whether as a contribution or with respect to a contribution previously made, that member or the member's legal representative or successor is obligated, at the option of the limited liability company, to pay to the limited liability company an amount of cash equal to that portion of the agreed value, as stated in the regulations or in the limited liability company records required to be kept under Article 2.22 of this Act, of the contribution represented by the amount of cash that has not been paid or the value of the property that has not been transferred. C. The regulations may provide that the interest of a member who fails to make a payment of cash or transfer of property to the limited liability company, whether as a contribution or with respect to a contribution previously made, required by an enforceable promise is subject to specified consequences. A consequence may take the form of a reduction of the defaulting member's percentage or other interest in the limited liability company, subordination of the member's interest to that of nondefaulting members, a forced sale of the member's interest, forfeiture of the member's interest, the lending of money to the defaulting member by other members of the amount necessary to meet the defaulting member's commitment, a determination of the value of the defaulting member's interest by appraisal or by formula and redemption or sale of the interest at that value, or other penalty or consequence. D. Unless otherwise provided by the regulations, the obligation of a member or a member's legal representative or successor to make a contribution or otherwise pay cash or transfer property or to return cash or property paid or distributed to the member in violation of this Act or the regulations may be compromised or released only by consent of all of the members. Notwithstanding the compromise or release, a creditor of a limited liability company who extends credit or otherwise acts in reasonable reliance on that obligation, after the member signs a writing that reflects the obligation and before the writing is amended or canceled to reflect the compromise or release, may enforce the original obligation. A conditional obligation may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by the applicable member. Conditional obligations include contributions payable on a discretionary call of a limited liability company, prior to the time the call occurs.
Allocation of Profits and Losses
Art. 5.02-1. A. The profits and losses of a limited liability company shall be allocated among the members and among classes of members in the manner provided in the regulations. If the regulations do not otherwise provide, the profits and losses shall be allocated on the basis of the agreed value of the contributions made by each member, as stated in limited liability company records of the kind described in Section A of Article 2.22 of this Act.
Sharing of Distributions
Art. 5.03. A. Distributions of cash or other assets of a limited liability company shall be made to the members in the manner provided by the regulations. If the regulations do not otherwise provide, distributions shall be made on the basis of the agreed value, as stated in the records required to be kept under Article 2.22 of this Act, of the contributions made by each member.
Interim Distributions
Art. 5.04. A. Except as otherwise provided by this Article, a member is entitled to receive distributions from a limited liability company before the member's withdrawal from the limited liability company and before the winding up of the limited liability company to the extent and at the times or on the occurrence of the events specified in the regulations.
Withdrawal or Expulsion of Member
Art. 5.05. A. A member may withdraw or be expelled from a limited liability company only at the time or on the occurrence of events specified in the regulations.
Distribution on Withdrawal
Art. 5.06. A. Except as otherwise provided by this Act, the articles of organization or the regulations, on withdrawal, any withdrawing member is entitled to receive, within a reasonable time after withdrawal, the fair value of that member's interest in the limited liability company as of the date of withdrawal.
Distribution in Kind
Art. 5.07. A. Except as provided by the articles of organization or regulations, a member, regardless of the nature of the member's contribution, may not demand or receive a distribution from a limited liability company in any form other than cash.
Right to Distribution
Art. 5.08. A. Subject to Articles 5.09 and 6.04 of this act, at the time that a member becomes entitled to receive a distribution, with respect to the distribution, that member has the status of and is entitled to all remedies available to a creditor of the limited liability company.
Limitation on Distribution
Art. 5.09. A. A limited liability company may not make a distribution to its members to the extent that, immediately after giving effect to the distribution, all liabilities of the limited liability company, other than liabilities to members with respect to their interests and liabilities for which the recourse of creditors is limited to specified property of the limited liability company, exceed the fair value of the limited liability company assets, except that the fair value of property that is subject to a liability for which recourse of creditors is limited shall be included in the limited liability company assets only to the extent that the fair value of that property exceeds that liability. B. A member who receives a distribution that is not permitted under Section A of this Article has no liability under this Act to return the distribution unless the member knew that the distribution violated the prohibition of Section A. This Section does not affect any obligation of the members under the regulations or other applicable law to return the distribution.
PART SIX
Dissolution
Art. 6.01. A. Except as provided by Section B or C of this Article, a limited liability company shall be dissolved on the first of the following to occur: (1) the period, if any, fixed for the duration of the limited liability company expires; (2) the occurrence of events specified in the articles of organization or regulations to cause dissolution; (3) the action of the members to dissolve the limited liability company; (4) if the limited liability company has no members, no capital has been paid into the limited liability company, and the limited liability company has not otherwise commenced business, the act of a majority of the managers named in the articles of organization to dissolve the limited liability company as provided by Section G of Article 2.23 of this Act; (5) except as otherwise provided in the regulations, the occurrence of any event that terminates the continued membership of the last remaining member of the limited liability company; or (6) entry of a decree of judicial dissolution under Section 6.02 of this Act. B. A limited liability company is not dissolved if an event of dissolution described by Subsection (1) or (2) of Section A of this Article occurs, there is at least one remaining member, and the business of the limited liability company is continued by the vote of the members or class as stated in the articles of organization or regulations of the limited liability company, or if not so stated, by all remaining members. Unless otherwise provided in the articles of organization or in the regulations, an election to continue the business of the limited liability company must be made within 90 days after the date of the occurrence of the event of dissolution. If an election to continue the business of the limited liability company is made following the termination of the period fixed for the duration of the limited liability company or the occurrence of events specified in the articles of organization to cause dissolution, the election is not effective unless an appropriate amendment is made by the limited liability company to its articles of organization during the three-year period following the date of the event of dissolution, extending the period fixed for the duration of the limited liability company or deleting the event specified in the articles of organization that caused the dissolution, as applicable. C. A limited liability company is not dissolved on the occurrence of an event of dissolution described by Subsection (5) of Section A of this Article if the legal representative or successor of the last remaining member agrees to continue the limited liability company and to become a member as of the date of the termination of the last remaining member's membership in the limited liability company or designates another person who agrees to become a member of the limited liability company as of the date of the termination. Unless otherwise provided in the articles of organization or in the regulations, the agreement of the legal representative or successor to continue the limited liability company and to become a member or the designation of another person who agrees to become a member must be made not later than 90 days after the date of termination of the last remaining member's membership in the limited liability company.
Judicial Dissolution
Art. 6.02. A. On application by or for a member, a court of competent jurisdiction may decree dissolution of a limited liability company if it is not reasonably practicable to carry on the business of the limited liability company in conformity with its articles of organization and regulations.
Winding up
Art. 6.03. A. On the dissolution of a limited liability company, the limited liability company's affairs shall be wound up as soon as reasonably practicable. The winding up shall be accomplished by the managers or members or by any other person or persons designated by the articles of organization, by the regulations, or by resolution of the managers or members. In the case of a dissolution caused by the termination of the continued membership of the last remaining member of the limited liability company, the winding up shall be accomplished by the legal representative or successor of the last remaining member or by one or more persons designated by the legal representative or successor. In addition, a court of competent jurisdiction, on cause shown, may wind up the limited liability company's affairs on application of any member or the member's legal representative or assignee and, in connection with the winding up, may appoint a person to carry out the liquidation and may make all other orders, directions, and inquiries that the circumstances require.
Transfer of Assets
Art. 6.04. A. On the winding up of a limited liability company, its assets shall be paid or transferred as follows: (1) To the extent otherwise permitted by law, to creditors, including members who are creditors in satisfaction of liabilities (other than for distributions) of the limited liability company, whether by payment or by establishment of reserves; (2) Unless otherwise provided by the articles of organization or regulations, to members and former members in satisfaction of the company's liability for distributions; and (3) Unless otherwise provided by the articles of organization or regulations, to members in the manner provided in Article 6.05.
Procedure Before Filing Articles of Dissolution
Art. 6.05. A. Before filing articles of dissolution: (1) The limited liability company shall cease to carry on its business, except insofar as may be necessary for the winding up thereof. (2) The limited liability company shall cause written notice by registered or certified mail of its intention to dissolve to be mailed to each known creditor of and claimant against the limited liability company. (3) The limited liability company shall proceed to collect its assets, convey and dispose of such of its properties as are not to be distributed in kind to its members, pay, satisfy or discharge its liabilities and obligations, or make adequate provisions for payment and discharge thereof, and do all other acts required to liquidate its business and affairs; in case its property and assets are not sufficient to satisfy or discharge all the limited liability company's liabilities and obligations, the limited liability company shall apply them so far as they will go to the just and equitable payment of the liabilities and obligations. After paying or discharging all of its obligations, or making adequate provisions for payment and discharge thereof, the limited liability company shall then distribute the remainder of its assets, either in cash or in kind, among its members according to their respective rights and interest. (4) The limited liability company, at any time during the liquidation of its business and affairs, may make application to any district court of this state in the county in which the registered office of the limited liability company is situated to have the liquidation continued under the supervision of such court as provided in this Act.
Revocation of Voluntary Dissolution Proceedings
Art. 6.06. A. At any time before the issuance of a certificate of dissolution by the Secretary of State, or not later than 120 days after the date of the issuance of the certificate of dissolution, a limited liability company may revoke voluntary dissolution proceedings by the written consent of all its members. A-1. After revocation of voluntary dissolution is authorized as provided in Section A of this Article, the limited liability company shall, if a certificate of dissolution of the limited liability company has been issued by the Secretary of State, deliver to the Secretary of State for filing not later than 120 days after the date the certificate was issued, the original and a copy of the articles of revocation of dissolution executed on behalf of the limited liability company by a manager or authorized member, that set forth: (1) the name of the limited liability company; (2) the date that the revocation of dissolution was authorized and, if the dissolution has become effective, the effective date of the dissolution that was revoked; and (3) a statement that the limited liability company elected to revoke voluntary dissolution proceedings by written consent of all of its members. A-2. Except as provided by Section A-3 of this Article, if the Secretary of State finds that the articles of revocation of dissolution conform to law, the Secretary of State shall, when the appropriate filing fee is paid as required by law: (1) endorse the original and the copy with the word "Filed" and the month, day, and year of the filing; (2) file the original in the Secretary of State's office; (3) issue a certificate of revocation of dissolution to which the Secretary of State shall affix the copy; and (4) deliver to the limited liability company or its representative the certificate of revocation of dissolution, together with the affixed copy. A-3. If the limited liability company's name is the same as or deceptively similar to a name already on file or reserved or registered as specified in Article 2.03 of this Act, the Secretary of State shall issue to the limited liability company a certificate of revocation of dissolution as provided by Section A-2 of this Article only if the limited liability company contemporaneously amends its articles of organization to change its name. B. Upon the revocation of voluntary dissolution proceedings the limited liability company may again carry on its business. If a limited liability company revokes voluntary dissolution proceedings prior to the issuance by the Secretary of State of a certificate of dissolution of the limited liability company, the limited liability company may again carry on its business as though voluntary dissolution proceedings had not occurred. If a limited liability company revokes voluntary dissolution proceedings after the issuance by the Secretary of State of a certificate of dissolution of the limited liability company, then on the issuance by the Secretary of State of a certificate of revocation of dissolution: (1) the revocation shall be effective; (2) the existence of the limited liability company shall be deemed to have continued without interruption after the issuance by the Secretary of State of the certificate of dissolution; (3) the limited liability company may carry on its business as though voluntary dissolution proceedings had not occurred; and (4) the existence of the limited liability company shall continue until the limited liability company is subsequently dissolved or otherwise ceases to exist under the provisions of this Act.
Articles of Dissolution
Art. 6.07. A. If voluntary dissolution proceedings have not been revoked, then, when all liabilities and obligations of the limited liability company have been paid or discharged, or adequate provision has been made therefor, or in case its property and assets are not sufficient to satisfy and discharge all the limited liability company's liabilities and obligations, then when all the property and assets have been applied so far as they will go to the just and equitable payment of the limited liability company's liabilities and obligations, and all of the remaining property and assets of the limited liability have been distributed to its members according to their respective rights and interest, articles of dissolution shall be executed on behalf of the limited liability company by a manager or authorized member, or if the existence of the last remaining member of the limited liability company has terminated, by the legal representative or successor of the last remaining member. The articles of dissolution shall set forth: (1) The name of the limited liability company. (2) The names and respective addresses of its managers, if any. (3) That all debts, obligations, and liabilities of the limited liability company have been paid or discharged or that adequate provision has been made therefor, or, in case the limited liability company's property and assets were not sufficient to satisfy and discharge all its debts, liabilities, and obligations, that all property and assets have been applied so far as they will go to the payment thereof in a just and equitable manner and that no property or assets remain available for distribution among its members, or, that the limited liability company has not acquired any debts, obligations, or liabilities. (4) That all remaining property and assets of the limited liability company have been distributed among its members in accordance with their respective rights and interest or that no property remained for distribution to members after applying it as far as it would go to the just and equitable payment of the debts, liabilities, and obligations of the limited liability company, or that the limited liability company has not acquired any property or assets and therefore distributions to members were not required. (5) If the limited liability company has no members, has not received any capital, and has not otherwise commenced business, a statement that the resolution was adopted in accordance with Section G, Article 2.23, of this Act and of the date of adoption. (6) If the limited liability company elected to dissolve by action of its members, a statement that the resolution was adopted in accordance with Section D, Article 2.23, of this Act or as otherwise provided in the articles of incorporation or the regulations and of the date of adoption.
Filing Articles of Dissolution
Art. 6.08. A. The original and a copy of such articles of dissolution, along with a certificate from the comptroller that all taxes, including all applicable penalties and interest, administered by the comptroller under Title 2, Tax Code, have been paid, shall be delivered to the secretary of state. If the secretary of state finds that such articles of dissolution conform to law, the secretary of state shall, when the appropriate filing fee is paid as required by law: (1) Endorse on the original and copy the word "Filed," and the month, day, and year of the filing thereof. (2) File the original in the secretary of state's office. (3) Issue a certificate of dissolution to which there shall be affixed the copy. B. The certificate of dissolution, together with the copy of the articles of dissolution affixed thereto by the Secretary of State, shall be delivered to the representative of the dissolved limited liability company. Upon the issuance of such certificate of dissolution the existence of the limited liability company shall cease, except for the purpose of suits, other proceedings in appropriate limited liability company action by members, managers and representatives as provided by the laws of this state.
PART SEVEN
Admission of Foreign Limited Liability Company
Art. 7.01. A. No foreign limited liability company shall have the right to transact business in this State until it shall have procured a certificate of authority so to do from the Secretary of State. No foreign limited liability company shall be entitled to procure a certificate of authority under this Act to transact in this State any business which a limited liability company organized under this Act is not permitted to transact. A foreign limited liability company shall not be denied a certificate of authority by reason of the fact that the laws of the State or country under which such limited liability company is organized governing its organization and internal affairs differ from the laws of this State, and nothing in this Act contained shall be construed to authorize this State to regulate the organization of such limited liability company or its internal affairs. B. Without excluding other activities which may not constitute transaction of business in this state, a foreign limited liability company shall not be considered to be transacting business in this state, for the purposes of this Act, by reason of carrying on in this state any one (1) or more of the following activities: (1) Maintaining or defending any action or suit or any administrative or arbitration proceedings, or effecting the settlement thereof or the settlement of claims or disputes to which it is a party; (2) Holding meetings of its members or managers or carrying on other activities concerning its internal affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer, exchange, and registration of securities issued by it, or appointing and maintaining trustees or depositaries with relation to its securities; (5) Voting the stock or other equity interest of any person; (6) Effecting sales through independent contractors; (7) Creating as borrower or lender, or acquiring, indebtedness or mortgages or other security interests in real or personal property; (8) Securing or collecting debts due to it or enforcing any rights in property securing the same; (9) Transacting any business in interstate commerce; (10) Conducting an isolated transaction completed within a period of thirty (30) days and not in the course of a number of repeated transactions of like nature; (11) Exercising the powers of executor or administrator of the estate of a non-resident decedent under ancillary letters issued by a court of this state, or exercising the powers of a trustee under the will of a non-resident decedent, or under a trust created by one or more non-residents of this state, or by one or more foreign limited liability companies if the exercise of such powers, in any such case, will not involve activities which would be deemed to constitute the transacting of business in this state in the case of a foreign limited liability company acting in its own right; (12) Acquiring, in transactions outside Texas, or in interstate commerce, of debts secured by mortgages or liens on real or personal property in Texas, collecting or adjusting of principal and interest payments thereon, enforcing or adjusting any rights and property securing said debts, taking any actions necessary to preserve and protect the interest of the mortgagee in said security, or any combination of such transactions; (13) Investing in or acquiring, in transactions outside of Texas, royalties and other non-operating mineral interests, and the execution of division orders, contracts of sale and other instruments incidental to the ownership of such non-operating mineral interests.
Powers of Foreign Limited Liability Company
Art. 7.02. A. A foreign limited liability company which shall have received a certificate of authority under this Act shall, until its certificate of authority shall have been revoked in accordance with the provisions of this Act or until a certificate of withdrawal shall have been issued by the Secretary of State as provided in this Act, enjoy the same, but no greater, rights and privileges as a domestic limited liability company organized for the purposes set forth in the application pursuant to which such certificate of authority is issued; and, as to all matters affecting the transaction of intrastate business in this State, it and its managers and members shall be subject to the same duties, restrictions, penalties, and liabilities now or hereafter imposed upon a domestic limited liability company of like character and its managers and members; provided, however, that only the laws of the jurisdiction of organization of a foreign limited liability company shall govern (1) the internal affairs of the foreign limited liability company, including but not limited to the rights, powers, and duties of its manager and members and matters relating to its ownership, and (2) the liability, if any, of members of the foreign limited liability company for the debts, liabilities and obligations of the foreign limited liability company for which they are not otherwise liable by statute or agreement.
Limited Liability Company Name of Foreign Limited Liability Company
Art. 7.03. A. No certificate of authority shall be issued to a foreign limited liability company unless the limited liability company name of the limited liability company: (1) Shall contain the word "Limited Liability Company" or "Limited Company" or the abbreviations "L.L.C.," "LLC," "LC," or "L.C." and shall contain any additional words required by law. The word "Limited" may be abbreviated as "Ltd." or "LTD" and the word "Company" may be abbreviated as "Co." However, a foreign limited liability company that procured a certificate of authority to transact business in this state before September 1, 1993, and that complied with this Section on the date of procuring the certificate, but does not comply with this Section as revised, is not required to change its name. This subsection does not apply to a foreign limited liability company that is not characterized as a limited liability company under the laws of the jurisdiction of its formation but elects to procure a certificate of authority pursuant to Article 7.01 of this Act as described by Subsection (9) of Section A of Article 1.02 of this Act. (2) Shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of organization. (3) Shall not be the same as, or deceptively similar to, the name of any domestic limited liability company, corporation or limited partnership existing under the laws of this state or of any foreign limited liability company, corporation or limited partnership authorized to transact business in this state, or a name the exclusive right to which is, at the time, reserved or registered in the manner provided in this Act or any other statute relating to corporations, partnerships, or other business entities; provided that a name may be similar if written consent is obtained from the existing limited liability company, corporation or limited partnership having the name deemed to be similar or the person, or limited liability company, for whom the name deemed to be similar is reserved or registered in the office of the Secretary of State. A certificate of authority shall be issued as provided in this Act to any foreign limited liability company having a name the same as, deceptively similar to, or, if no consent is given, similar to the name of any limited liability company existing under the laws of this state or of any foreign limited liability company authorized to transact business in this state, or a name the exclusive right to which is, at the time, reserved or registered, provided such foreign limited liability company qualifies and does business under a name that meets the requirements of this article. The foreign limited liability company shall set forth in the application for a certificate of authority the name under which it is qualifying and shall file an assumed name certificate as required by law.
Change of Name by Foreign Limited Liability Company
Art. 7.04. A. Whenever a foreign limited liability company which is authorized to transact business in this state shall change its name to one under which a Certificate of Authority would not be granted to it on application therefor, the Certificate of Authority of such foreign limited liability company shall be suspended and it shall not thereafter transact any business in this state until it has changed its name to a name which is available to it under the laws of this State or has otherwise complied with the provisions of this act.
Application for Certificate of Authority
Art. 7.05. A. To procure a Certificate of Authority to transact business in this State, a foreign limited liability company shall make application therefor to the Secretary of State, which application shall set forth: (1) The name of the foreign limited liability company as stated in the company's formation documents or in any amendments to the company's formation documents in the state or country under the laws of which it is organized. (2) If the name of the limited liability company does not contain the word "Limited," "Ltd.," or "L.C." or other word or abbreviation the company is required to include in its name under Article 7.03 of this Act, then the name of the foreign limited liability company with the word or abbreviation which it elects to add thereto for use in this state; if the foreign limited liability company is required to qualify under a name other than its foreign limited liability company name, then the name under which the foreign limited liability company is to be qualified. (3) The date of organization and the period of duration of the foreign limited liability company. (4) The address of the principal office of the foreign limited liability company in the state or country under the laws of which it is organized. (5) The address of the registered office of the foreign limited liability company in this state, and the name of its registered agent in this state at such address. (6) The purpose or purposes of the foreign limited liability company which it proposes to pursue in the transaction of business in this state and a statement that it is authorized to pursue such purpose or purposes in the state or country under the laws of which it is organized. (7) The names and respective addresses of the managers of the foreign limited liability company. (8) A statement that the limited liability company exists as a valid entity under the laws of its jurisdiction of formation. B. Such application shall be made on forms promulgated by the Secretary of State and shall be executed on behalf of the foreign limited liability company by an authorized manager or member.
Filing of Application for Certificate of Authority
Art. 7.06. A. The original and a copy of the application of the foreign limited liability company for a Certificate of Authority shall be delivered to the Secretary of State. If the Secretary of State finds that the application conforms to law, the Secretary of State shall, when the appropriate filing fee is paid as required by law: (1) Endorse on the original and a copy the word "filed," and the month, day, and year of filing thereof. (2) File in the office of the Secretary of State the original. (3) Issue a Certificate of Authority to transact business in this state to which there shall be affixed the copy. B. The Certificate of Authority, together with a copy of the application affixed thereto by the Secretary of State, shall be delivered to the foreign limited liability company or its representative.
Effect of Certificate of Authority
Art. 7.07. A. Upon the issuance of a Certificate of Authority by the Secretary of State, the foreign limited liability company shall be authorized to transact business in this State for those purposes set forth in its application, and such certificate shall be conclusive evidence of such right of the foreign limited liability company to transact business in the State for such purposes, except as against this State, in preceding to revoke such certificate.
Amended Certificate of Authority
Art. 7.08. A. If a foreign limited liability company authorized to transact business in this State shall change its foreign limited liability company name, or if such foreign limited liability company desires to pursue in this State purposes other than, or in addition to, those authorized by its existing certificate of authority, it shall procure an amended certificate of authority by making application therefor to the Secretary of State. B. To change any statement on an original application for a certificate of authority a foreign limited liability company shall file with the Secretary of State an application for an amended certificate of authority setting forth the change. C. An application for an amended certificate of authority submitted because of a name change must be accompanied by a certificate from the proper filing officer in the jurisdiction of organization evidencing the name change. D. The requirements in respect to the form and contents of such application, the manner of its execution, the filing of the application and a copy of it with the Secretary of State, the issuance of an amended certificate of authority and the effect thereof, shall be the same as in the case of an original application for a certificate of authority.
Withdrawal or Termination of Foreign Limited Liability Company
Art. 7.09. A. A foreign limited liability company authorized to transact business in this state may withdraw from this state upon procuring from the Secretary of State a certificate of withdrawal. In order to procure such certificate of withdrawal, such foreign limited liability company shall deliver to the Secretary of State an application for withdrawal, which shall set forth: (1) The name of the foreign limited liability company and the state or country under the laws of which it is organized; (2) That the foreign limited liability company is not transacting business in this state; (3) That the foreign limited liability company surrenders its authority to transact business in this state; (4) That the foreign limited liability company revokes the authority of its registered agent in this state to accept service of process and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this state during the time the foreign limited liability company was authorized to transact business in this state may thereafter be made on such foreign limited liability company by service thereof on the Secretary of State; (5) A post office address to which the Secretary of State may mail a copy of any process against the foreign limited liability company that may be served on him; (6) A statement that all sums due, or accrued, to this state have been paid, or that adequate provision has been made for the payment thereof; (7) A statement that all known creditors or claimants have been paid or provided for and that the foreign limited liability company is not involved in or threatened with litigation in any court in this state. B. The application for withdrawal may be made on forms promulgated by the Secretary of State and shall be executed on behalf of the foreign limited liability company by an authorized manager or member. C. When the existence of a foreign limited liability company terminates because of dissolution, merger, or otherwise, a certificate from the proper officer in the jurisdiction of the foreign limited liability company's organization evidencing the termination shall be filed with the Secretary of State.
Filing of Application for Withdrawal
Art. 7.10. A. The original and a copy of such application for withdrawal, along with a certificate from the comptroller that all taxes, including penalties and interest, administered by the comptroller under Title 2, Tax Code, have been paid, shall be delivered to the secretary of state. If the secretary of state finds that such application conforms to the provisions of this Act, the secretary of state shall, when the appropriate filing fee is paid as required by law: (1) Endorse on the original and the copy the word "Filed," and the month, day, and year of the filing thereof. (2) File the original in the secretary of state's office. (3) Issue a certificate of withdrawal to which there shall be affixed the copy. B. The certificate of withdrawal, together with the copy of the application for withdrawal affixed thereto by the Secretary of State, shall be delivered to the foreign limited liability company or its representative. Upon the issuance of such certificate of withdrawal, the authority of the foreign limited liability company to transact business in this State shall cease.
Revocation of Certificate of Authority
Art. 7.11. A. The certificate of authority of a foreign limited liability company to transact business in this state may be revoked by a decree of the district court for the county in which the registered office of the foreign limited liability company in this state is situated or of any district court in Travis County in an action filed by the Attorney General when it is established that: (1) The foreign limited liability company has failed to comply with a condition precedent to the issuance of its certificate of authority or a renewal or amendment thereof; or (2) The certificate of authority to transact business in this state or any amendment thereof was procured through fraud; or (3) The foreign limited liability company has continued to transact business beyond the scope of the purpose or purposes expressed in its certificate of authority to transact business in this state; or (4) A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by such foreign limited liability company as required by law. B. The certificate of authority of a foreign limited liability company to transact business in this state may be revoked by order of the Secretary of State when it is established that it is in default in any of the following particulars: (1) The foreign limited liability company has failed to file any report within the time required by law, or has failed to pay any fees, taxes, or penalties prescribed by law when the same have become due and payable; or (2) The foreign limited liability company has failed to maintain a registered agent in this state as required by law; or (3) The foreign limited liability company has changed its name and has failed to file with the Secretary of State within thirty days after such change of name became effective, an application for an amended certificate of authority, or that the foreign limited liability company has changed its foreign limited liability company name and that the newly adopted name is not available for use in this state; or (4) The foreign limited liability company has failed to pay the filing fee for the foreign limited liability company certificate of authority or any required tax deposit, or the fee or any tax was paid by an instrument that was dishonored when presented by the state for payment. C. (1) No foreign limited liability company shall have its certificate of authority to transact business in this state revoked under Subsection (1), (2), or (3) of Section B hereof unless the Secretary of State, or other state agency to which such report, taxes, fees, penalties is required to be made, gives the foreign limited liability company not less than 90 days notice of its neglect, delinquency, or omission by certified mail addressed to its registered office or to its principal place of business, or to the last known address of one of its managers, or to any other known place of business of said foreign limited liability company, and the foreign limited liability company has failed prior to such revocation to correct the neglect, omission or delinquency. (2) When the certificate of authority of a foreign limited liability company to transact business in this state is revoked under Subsection (4) of Section B of this article, the Secretary of State shall give the foreign limited liability company notice of the revocation by regular mail addressed to its registered office, its principal place of business, the last known address of one of its managers or members or any other known place of business of the foreign limited liability company. D. Whenever a foreign limited liability company has given cause for revocation of its certificate of authority and has failed to correct the neglect, omission or delinquency as provided in Sections B and C, the Secretary of State shall thereupon revoke the certificate of authority of the foreign limited liability company by issuing a certificate of revocation which shall include the fact of such revocation and the date and cause thereof. The original of such certificate shall be placed in the Secretary of State's office and a copy thereof mailed to the foreign limited liability company at its registered office or to its principal place of business, or to the last known address of one of its managers, or to any other known place of business of said foreign limited liability company. Upon the issuance of such certificate of revocation, the authority to transact business in this state shall cease. E. Any foreign limited liability company whose certificate of authority has been revoked by the Secretary of State under the provisions of Section B of this article may be reinstated by the Secretary of State at any time within a period of 36 months from the date of revocation, upon approval of an application for reinstatement signed by a manager or member of the foreign limited liability company. Such application shall be filed by the Secretary of State whenever it is established to the Secretary of State's satisfaction that in fact there was no cause for the revocation, or whenever the neglect, omission or delinquency resulting in revocation has been corrected and payment made of all fees, taxes, penalties and interest due thereon which accrued before the revocation plus an amount equal to the total taxes from the date of revocation to the date of reinstatement which would have been payable had the foreign limited liability company certificate not been revoked. A reinstatement filing fee of $50 shall accompany the application for reinstatement. Reinstatement shall not be authorized if the foreign limited liability company name is the same as or deceptively similar to a foreign limited liability company, corporation or limited partnership name already on file or reserved or registered, unless the foreign limited liability company being reinstated contemporaneously amends its certificate of authority to change its name. When the application for reinstatement is approved and filed by the Secretary of State, the foreign limited liability company's authority to do business in Texas shall be deemed to have continued without interruption from the date of revocation, except that reinstatement shall have no effect upon any issue of personal liability of the manager or member, or agents of the foreign limited liability company during the period between revocation and reinstatement. F. When a foreign limited liability company is convicted of a felony, or when a high managerial agent is convicted of a felony committed in the conduct of the affairs of the foreign limited liability company, the Attorney General may file an action to revoke the certificate of authority of the foreign limited liability company to transact business in this State in a district court of the county in which the registered office of the foreign limited liability company in this State is situated or in a district court of Travis County. The court may revoke the foreign limited liability company's certificate of authority if it is established that: (1) The foreign limited liability company, or a high managerial agent acting in behalf of the foreign limited liability company has engaged in a persistent course of felonious conduct; and (2) To prevent future felonious conduct of the same character, the public interest requires such revocation.
Filing of Decree of Revocation
Art. 7.12. A. In case a court shall enter a decree revoking the certificate of authority of a foreign limited liability company to transact business in this State, it shall be the duty of the clerk of such court to cause a certified copy of the decree to be filed with the Secretary of State. No fee shall be charged by the Secretary of State for the filing thereof.
Transacting Business Without Certificate of Authority
Art. 7.13. A. No foreign limited liability company which is transacting, or has transacted, business in this State without a certificate of authority shall be permitted to maintain any action, suit, or proceeding in any court of this State (whether brought directly by the foreign limited liability company or in the form of a derivative action by a member) on any cause of action arising out of the transaction of business in this State, until such foreign limited liability company shall have obtained a certificate of authority. Nor shall any action, suit, or proceeding on any such cause of action be maintained in any court of this State by a successor, assignee, or legal representative of such foreign limited liability company until a certificate of authority shall have been obtained by such foreign limited liability company or by a foreign limited liability company on which has acquired all or substantially all of its assets. It is expressly provided, however, that the provisions of this article shall not affect the rights of any assignee of the foreign limited liability company as the holder in due course of a negotiable promissory note, check or bill of exchange, or as the bona fide purchaser for value of a warehouse receipt, stock certificate, or other instrument made negotiable by law. B. The failure of a foreign limited liability company to obtain a certificate of authority to transact business in this State shall not impair the validity of any contract or act of such foreign limited liability company, shall not cause any member or manager of such foreign limited liability company to become liable for the debts, obligations, or liabilities of such foreign limited liability company, and shall not prevent such foreign limited liability company from defending any action, suit or proceeding in any court of this State. C. A foreign limited liability company which transacts business in this State without a certificate of authority shall be liable to this State, for the years or parts thereof during which it transacted business in this State without a certificate of authority, in an amount equal to all fees any taxes which would have been imposed by law upon such foreign limited liability company had it duly applied for and received a certificate of authority to transact business in this State as required by law and thereafter filed all reports required by law, plus all penalties imposed by law for failure to pay such fees and taxes. In addition to the penalties and payments thus prescribed, such foreign limited liability company shall forfeit to this State an amount not less than One Hundred Dollars ($100) nor more than Five Thousand Dollars ($5,000) for each month or fraction thereof it shall have transacted business in this State without a certificate. The Attorney General shall bring suit to recover all amounts due this State under the provisions of this section.
PART EIGHT
Interrogatories by Secretary of State
Art. 8.01. A. The Secretary of State may propound to any limited liability company, domestic or foreign, subject to the provisions of this Act, and to any manager thereof, such interrogatories as may be reasonably necessary and proper to enable the Secretary of State to ascertain whether such limited liability company has complied with all the provisions of this Act. Such interrogatories shall be answered within thirty days after the mailing thereof, or within such additional time as shall be fixed by the Secretary of State, and the answers thereto shall be full and complete and shall be made in writing and under oath. If such interrogatories be directed to an individual, they shall be answered by such individual, and if directed to a limited liability company, they shall be answered by an authorized manager or member of the limited liability company. The Secretary of State need not file any document to which such interrogatories relate until such interrogatories be answered as herein provided, and not then if the answers thereto disclose that such document is not in conformity with the provisions of this Act. The Secretary of State shall certify to the Attorney General, for such action as the Attorney General may deem appropriate, all interrogatories and answers thereto which disclose a violation of the provisions of this Act.
Information Disclosed by Interrogatories
Art. 8.02. A. Interrogatories propounded by the Secretary of State and the answers thereto shall not be open to public inspection nor shall the Secretary of State disclose any facts or information obtained therefrom except insofar as official duty may require the same to be made public or in the event such interrogatories or the answers thereto are required for evidence in any criminal proceedings or in any other action by this State.
Powers of Secretary of State
Art. 8.03. A. The Secretary of State shall have the power and authority reasonably necessary to enable the Secretary of State to administer this Act efficiently and to perform the duties therein imposed upon the Secretary of State.
Appeals from Secretary of State
Art. 8.04. A. If the Secretary of State shall fail to approve any articles of organization, application for certificate of authority to transact business in this State, amendment, merger, consolidation, or dissolution, or any other document required by this Act to be approved by the Secretary of State before the same shall be filed in the office of the Secretary of State, the Secretary of State shall, within ten days after the delivery thereof to the Secretary of State, give written notice of disapproval to the person or limited liability company, domestic or foreign, delivering the same, specifying in such notice the reasons therefor. From such disapproval, such person or limited liability company may appeal to any district court of Travis County by filing with the clerk of such court a petition setting forth a copy of the articles or other document sought to be filed and a copy of the written disapproval thereof by the Secretary of State; whereupon the matter shall be tried de novo by the court, and the court shall either sustain the action of the Secretary of State or direct the Secretary of State to take such action as the court may deem proper. B. Appeals from all final orders and judgments entered by the district court under this Article in review of any ruling or decision of the Secretary of State may be taken as in other civil actions.
Certificates and Certified Copies to be Received in Evidence
Art. 8.05. A. All certificates issued by the Secretary of State in accordance with the provisions of this Act, and all copies of documents filed in the office of the Secretary of State in accordance with the provisions of this Act, when certified by the Secretary of State, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts therein stated, and shall be subject to recordation. A certificate by the Secretary of State, under the great seal of this State, as to the existence or non-existence of the facts relating to limited liability companies which would not appear from a certified copy of any of the foregoing documents or certificates shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the existence or non-existence of the facts therein stated.
Forms Promulgated by Secretary of State
Art. 8.06. A. Forms may be promulgated by the Secretary of State for all reports and all other documents required to be filed in the office of the Secretary of State. The use of such forms, however, shall not be mandatory, except in instances in which the law may specifically so provide.
Time for Filing Documents in the Office of the Secretary of State
Art. 8.07. A. Whenever any document is required to be filed in the office of the Secretary of State by any provision of this Act, the requirement of the statute shall be construed to involve the requirement that same be so filed with reasonable promptness.
Waiver of Notice
Art. 8.08. A. Whenever any notice is required to be given to any managers or members of a limited liability company under the provisions of this Act or under the provisions of the articles of organization or regulations of the limited liability company, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
Application to Foreign and Interstate Commerce
Art. 8.09. A. The provisions of this Act shall apply to commerce with foreign nations and among the several states only insofar as the same may be permitted under the provisions of the Constitution of the United States.
Reservation of Power
Art. 8.10. A. The Legislature shall at all times have power to prescribe such regulations, provisions, and limitations as it may deem advisable, which regulations, provisions, and limitations shall be binding upon any and all limited liability companies subject to the provisions of this Act, and the Legislature shall have power to amend, repeal, or modify this Act.
Effect of Invalidity of Part of This Act
Art. 8.11. A. If a court of competent jurisdiction shall adjudge to be invalid or unconstitutional any clause, sentence, subsection, section, or Article of this Act, such judgment or decree shall not affect, impair, invalidate, or nullify the remainder of this Act, but the effect thereof shall be confined to the clause, sentence, subsection, section, or Article of this Act so adjudged to be invalid or unconstitutional.
Applicability of Other Statutes
Art. 8.12. A. Subject to Section C of this Article, Articles 2.07, 2.08, 4.14, and 5.14 and Part Seven of the TBCA apply to a limited liability company and its members, managers, and officers. B. Subject to Section C of this Article, Articles 2.05, 2.06, 3.01, 7.01 through 7.05, and 7.07, Texas Miscellaneous Corporation Laws Act (Article 1302-1.01 et seq., Vernon's Texas Civil Statutes), as amended, apply to a limited liability company and its members, managers, and officers. C. For purposes of the application of the articles of the TBCA and the Texas Miscellaneous Corporation Laws Act as provided by Sections A and B of this Article, as context requires: (1) a reference to a corporation includes a limited liability company; (2) a reference to a share includes a membership interest; (3) a reference to a shareholder includes a member; (4) a reference to a director includes a manager or, to the extent that the management of the limited liability company is reserved in whole or in part to the members, a member who manages the limited liability company; (5) a reference to articles of incorporation includes articles of organization; and (6) a reference to bylaws includes regulations.
Applicability; Expiration
Text of Art. 8.13 effective January 1, 2006 until January 1, 2010
Art. 8.13. A. Except as provided by Title 8, Business Organizations Code, this Act does not apply to a limited liability company to which the Business Organizations Code applies. B. This Act expires January 1, 2010.
PART NINE
Filing and Filing Fees
Art. 9.01. A. The Secretary of State is authorized and required to collect for the use of the State the following fees: (1) Filing articles of organization of a domestic limited liability company and issuing the certificate of organization, Two Hundred Dollars ($200.00). (2) Filing articles of amendment of a domestic limited liability company and issuing the certificate of amendment, One Hundred Dollars ($100.00). (3) Filing articles of merger or articles of conversion involving one or more domestic or foreign limited liability companies, Two Hundred Dollars ($200.00), provided that any other filing fee paid under the corporation, partnership, or other entity statutes of this State for the filing of articles of merger or articles of conversion with respect to entities organized under those statutes shall be credited against the filing fee provided by this subsection. (4) Filing an application of a foreign limited liability company for certificate of authority to transact business in this state and issuing such a certificate of authority, Five Hundred Dollars ($500.00). (5) Filing an application of a foreign limited liability company for an amended certificate of authority to transact business in this state and issuing such an amended certificate of authority, One Hundred Dollars ($100.00). (6) Filing restated articles of organization of a domestic limited liability company, Two Hundred Dollars ($200.00). (7) Filing application for reservations of a limited liability company name and issuing certificate thereof, Twenty-Five Dollars ($25.00). (8) Filing notice of transfer of reserved limited liability company name and issuing a certificate therefor, Ten Dollars ($10.00). (9) Filing statement of change of registered office or registered agent, or both, Ten Dollars ($10.00). (10) Filing statement of change of address of registered agent, Ten Dollars ($10.00); provided, however, that the maximum fee for simultaneous filings by a registered agent for more than one limited liability company shall not exceed Five Hundred Dollars ($500.00). (11) Filing articles of dissolution and issuing certificate therefor, Twenty-Five Dollars ($25.00). (12) Filing application for withdrawal and issuing certificate therefor, Ten Dollars ($10.00). (13) Filing certificate from home state that foreign limited liability company is no longer existent in said state, Ten Dollars ($10.00). (14) Filing any instrument pursuant to this act not expressly provided for above, Ten Dollars ($10.00). (15) [Blank]. (16) Filing an application for reinstatement of the limited liability company charter or certificate of authority following forfeiture under the Tax Code, Seventy-Five Dollars ($75.00). B. Except as otherwise expressly provided in this act, any instrument to be filed pursuant to this act shall be signed on behalf of the limited liability company by an authorized manager or member, and the original and a copy of the instrument shall be delivered to the Secretary of State with copies attached thereto of any document incorporated by reference in or otherwise made a part of such instrument, or to be filed by means of such instrument. If the Secretary of State finds that such instrument conforms to law, the Secretary of State shall, when all taxes and fees, if any, have been paid as prescribed by law: (1) endorse on the original and the copy of the word "filed", and the month, day, and year of the filing thereof; (2) file the original in his office; (3) issue any certificate required by this act relating to the subject matter of the filed instrument; (4) return the copy, affixed to any certificate required to be issued by the Secretary of State, to the limited liability company or its representatives.
Penalty for Signing False Documents
Art. 9.02. A. A person commits an offense if such person signs a document such person knows to be false in any material respect with intent that the document be delivered on behalf of a limited liability company to the Secretary of State for filing. B. An offense under this article is a Class A misdemeanor.
Delayed Effectiveness of Certain Filings
Art. 9.03. A. (1) For purposes of this Article, "permitted act" means a filing with the Secretary of State under this Act for: (a) the articles of organization of a limited liability company under this Act; (b) an amendment to or restatement of the articles of organization; (c) a merger or conversion; (d) the application of a foreign limited liability company to procure a certificate of authority to transact business in this state or to withdraw from doing business in this state; (e) an amendment to the certificate of authority of a foreign limited liability company to transact business in this state; (f) a change in registered office or registered agent; (g) a change of address of a registered agent; or (h) a voluntary dissolution. (2) A permitted act may be made effective as of a time and date after the time and date otherwise provided in this Act or may be made effective on the occurrence of events or facts that may occur in the future. Those events or facts may include future acts of any person if the articles of organization, articles of amendment or restatement, articles of merger, application, or other document required by this Act to be filed with the Secretary of State to make the permitted act effective clearly and expressly states, in addition to any other statement or information required: (a) a time and date certain on which the permitted act is to become effective; or (b) if the permitted act is to become effective on the occurrence of events or facts that may occur in the future: (i) the manner in which the events or facts cause the permitted act to become effective; and (ii) the date of the 90th day after the date of the filing of the articles of organization, articles of amendment or restatement, articles of merger, application, or other document. (3) A permitted act becoming effective as of a time or date certain that is after the time and date otherwise provided in this Act must specify a subsequent effective time and date that is not more than 90 days after the date of the filing of the articles of organization, articles of amendment or restatement, articles of merger, application, or other document required by this Act. The time certain on which the permitted act is to become effective may not be midnight or 12 p.m. (4) Within 90 days after the date of filing of the articles of organization, articles of amendment or restatement, articles of merger, application, or other document for a permitted act becoming effective on the occurrence of events or facts that may occur in the future, other than the mere passage of time, a statement must be filed with the Secretary of State confirming that all the events or facts on which the effectiveness of the permitted act is conditioned have been satisfied or waived and the date on which the condition was satisfied or waived. B. A statement required by Section A of this Article must be executed on behalf of each domestic or foreign limited liability company or other person required to execute the articles of organization, articles of amendment or restatement, articles of merger, application, or other document required by this Act to be filed with the Secretary of State to make the permitted act effective by a member, manager, officer, or other duly authorized representative, including a member, manager, officer, or duly authorized representative of any successor domestic or foreign limited liability company or other entity. An original and a copy of the statement must be filed with the Secretary of State. C. Notwithstanding any other provision of this Act to the contrary, a permitted act that is to become effective as of a time or date after the time and date otherwise provided in this Act, to the extent permitted by this Article, shall become effective as of the subsequent time and date. Any certificate issued by the Secretary of State on the filing of the articles of organization, articles of amendment or restatement, articles of merger, application, or other document otherwise required by this Act for the permitted act to become effective shall expressly set forth the time and date on which the permitted act is to become effective. D. (1) A permitted act to be made effective on the occurrence of events or facts that may occur in the future, other than the mere passage of time, and for which the statement required by Subsection (4) of Section A of this Article is filed with the Secretary of State within the prescribed time becomes effective as of the time and date on which the latest specified event or fact occurred or the time and date on which the condition is otherwise satisfied or waived. Any certificate issued or notation, acknowledgment, or other statement made by the Secretary of State on the filing of the articles of organization, articles of amendment or restatement, articles of merger, application, or other document otherwise required by this Act for the permitted act to become effective must: (a) state that "The effectiveness of the action to which this instrument relates is conditioned on the occurrence of certain facts or events described in the filing to which this instrument relates"; or (b) make reference in any manner approved by the Secretary of State to the fact that the effectiveness of the action is so conditioned. (2) The time and date on which a condition to the effectiveness of a permitted act is satisfied or waived as set forth in a statement filed with the Secretary of State pursuant to Subsection (4) of Section A of this Article shall be conclusively regarded as the time and date on which the condition was satisfied or waived for purposes of this section. E. If the effectiveness of any permitted act is conditioned on the occurrence of events or facts that may occur in the future, other than the mere passage of time, and the statement required by Subsection (4) of Section A of this Article is not filed with the Secretary of State within the prescribed time, the permitted act does not become effective unless there is subsequently filed with the Secretary of State the articles of organization, articles of amendment or restatement, articles of merger, application, or other document required by this Act to be filed with the Secretary of State to make the permitted act effective. F. If articles of organization, articles of amendment or restatement, articles of merger, articles of conversion, an application, or any other document permitted to be filed pursuant to this Act with the Secretary of State have been filed but the event or transaction evidenced by the filing has not become effective, the filing may be abandoned in accordance with the agreement of the parties to the filing by filing a certificate of abandonment with the Secretary of State before the effectiveness of the event or transaction in accordance with the terms of the document so filed. The certificate of abandonment must be signed on behalf of each domestic or foreign limited liability company or other entity that is a party to the event or transaction by a member, manager, officer, or other authorized representative and must state the nature of the filing to be abandoned, the date of the filing to be abandoned, the parties to the filing to be abandoned, and that the event or transaction has been abandoned in accordance with the agreement of the parties. On the filing of the certificate of abandonment with the Secretary of State, the event or transaction evidenced by the original filing shall be considered abandoned and may not become effective.
PART TEN
Merger
Art. 10.01. A. A domestic limited liability company may adopt a plan of merger and one or more domestic limited liability companies may merge with one or more domestic or foreign limited liability companies or other entities if: (1) each constituent entity enters into a written plan of merger containing the provisions set forth in Article 10.02 of this Act for which: (a) approval exists by all domestic limited liability companies by the vote of a majority of their respective members, unless the respective regulations or articles of organization of each limited liability company provide otherwise; and (b) if one or more foreign limited liability companies or other entities is a party to the merger or is to be created by the terms of the plan of merger: (i) the merger is permitted by the laws under which each foreign limited liability company and each other entity that is a party to the merger is formed or organized or by the organizational documents or other constituent documents of the foreign limited liability company or other entity that are not inconsistent with those laws; and (ii) each foreign limited liability company or other entity that is a party to the merger complies with those laws or documents in effecting the merger; and (2) a member of a domestic limited liability company that is a party to the merger, as a result of the merger, will not become personally liable for the liabilities or obligations of any other person unless the member consents to becoming personally liable by action taken in connection with the specific plan of merger approved by the domestic limited liability company.
Plan of Merger
Art. 10.02. A. A plan of merger must include: (1) the name and state of domicile of each domestic or foreign limited liability company or other entity that is a party to the merger; (2) the name of each domestic or foreign limited liability company or other entity, if any, that will survive the merger, which may be one or more of the domestic or foreign limited companies or other entities party to the merger; (3) the name and state of domicile of each new domestic or foreign limited liability company or other entity, if any, that may be created by the terms of the plan of merger; (4) the terms and conditions of the merger, including, if more than one domestic or foreign limited liability company or other entity is to survive or to be created by the terms of the plan of merger, the manner and basis of allocating and vesting: (a) real estate and other property of each domestic or foreign limited liability company and of each other entity that is a party to the merger among one or more of the surviving or new domestic or foreign limited liability companies and other entities; and (b) all liabilities and obligations of each domestic or foreign limited liability company and other entity that is a party to the merger among one or more of the surviving or new domestic or foreign limited liability companies and other entities or making adequate provision for the payment and discharge of the liabilities and obligations; (5) the manner and basis of converting any of the limited liability company interests or other evidences of ownership of each domestic or foreign limited liability company or other entity that is a party to the merger into: (a) limited liability company interests, shares, obligations, evidences of ownership, rights to purchase securities, or other securities of one or more of the surviving or new domestic or foreign limited liability company or other entities; (b) cash or other property, including shares, obligations, evidences of ownership, rights to purchase securities, or other securities of any other person or entity; or (c) any combination of the items described in Subdivisions (a) and (b) of this Subsection; (6) the articles of organization of any new domestic limited liability company to be created by the terms of the plan of merger; and (7) the articles of organization or other organizational documents of each other entity that is a party to the merger and that is to be created by the terms of the plan of merger. B. The plan of merger may include: (1) any amendments to the articles of organization or regulations of any surviving domestic limited liability company or to the organizational documents or other constituent documents of any other surviving entity; and (2) any other provision relating to the merger.
Articles of Merger
Art. 10.03. A. After a plan of merger has been approved by each of the limited liability companies or other entities that is a party to the plan of merger, articles of merger shall be executed on behalf of each domestic limited liability company that is a party to the plan of merger by at least one member, manager, officer, or other agent or representative of the limited liability company who is authorized to execute articles of merger by the articles of organization or regulations or shall be approved by authorizing resolutions adopted by the act of the members. At least one authorized representative of each other foreign limited liability company or other entity that is a party to the plan of merger shall also execute the articles of merger. The articles of merger must include: (1) the plan of merger or statement certifying the following: (a) the name and state of incorporation or organization of each domestic or foreign limited liability company or other entity that is a party to the plan of merger or that is to be created thereby; (b) that a plan of merger has been approved; (c) such amendments or changes in the articles of organization of each domestic surviving limited liability company, or if no such amendments are desired to be effected by the merger, a statement to that effect; (d) that the articles of organization of each new domestic limited liability company to be created pursuant to the terms of the plan of merger are being filed with the Secretary of State with the articles of merger; (e) that an executed plan of merger is on file at the principal place of business of each surviving or new domestic or foreign limited liability company or other entity, stating the address thereof; and (f) that a copy of the plan of merger will be furnished by each surviving or new domestic or foreign limited liability company or other entity, on written request and without cost, to any member of each domestic limited liability company that is a party to or created by the plan of merger and, in the case of a merger with multiple surviving domestic or foreign limited liability companies or other entities, to any creditor or obligee of the parties to the merger at the time of the merger if such obligation is then outstanding; and (2) as to each domestic or foreign limited liability company or other entity that is a party to the plan of merger, a statement that the plan of merger was authorized by all action required by the laws under which it was formed or organized or by its constituent documents. B. The original of the articles of merger and a number of copies equal to the number of surviving and new domestic or foreign limited liability companies and other entities that are a party to the plan of merger or that will be created by its terms shall be delivered to the Secretary of State. Unless the Secretary of State finds that the articles of merger do not conform to law, on receipt of all applicable filing fees and franchise taxes, if any, required by law or if the plan of merger provides that one or more of the surviving, new, or acquiring domestic or foreign limited liability companies or other entities will be responsible for the payment of all of such fees and franchise taxes and that all of such surviving, new, or acquiring domestic or foreign limited liability companies and other entities will be obligated to pay such fees and franchise taxes if the same are not timely paid, the Secretary of State shall: (1) certify that the articles of merger have been filed in the Secretary of State's office by endorsing on the original the word "Filed" and the date of the filing; (2) file and index the endorsed articles of merger; and (3) issue a certificate of merger, together with a copy of the articles affixed to the certificate, to each surviving or new domestic or foreign limited liability company or other entity that is a party to the plan of merger or that is created by the merger, or to its respective representatives. C. Except as provided by Article 9.03 of this Act, the merger is effective on the issuance of the certificate of merger by the Secretary of State.
Effect of Merger
Art. 10.04. A. When a merger takes effect: (1) the separate existence of every domestic or foreign limited liability company or other entity that is a party to the merger, except any surviving or new domestic or foreign limited liability company or other entity, ceases; (2) all rights, title, and interests to all real estate and other property owned by each domestic or foreign limited liability company and by each other entity that is a party to the merger shall be allocated to and vested in one or more of the surviving or resulting entities as provided in the plan of merger without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances on the property; (3) all liabilities and obligations of each domestic or foreign limited liability company and each other entity that is a party to the merger shall be allocated to one or more of the surviving or new domestic or foreign limited liability companies and other entities in the manner provided by the plan of merger, and each surviving or new domestic or foreign limited liability company or other entity to which a liability or obligation has been allocated under the plan of merger becomes the primary obligor for the liability or obligation, and, except as otherwise provided by the plan of merger, law, or contract, a party to the merger other than a surviving domestic or foreign limited liability company or other entity liable at the time of the merger or another new domestic or foreign limited liability company or other entity created is not liable for the liability or obligation; (4) a proceeding pending by or against a domestic or foreign limited liability company or another entity that is a party to the merger may be continued as if the merger did not occur, or the surviving or new domestic or foreign limited liability company or limited liability companies or the surviving or new other entity or other entities the liability, obligation, asset, or right associated with the proceeding is allocated to and vested in under the plan of merger may be substituted in the proceeding; (5) the articles of organization and regulations of each surviving domestic limited liability company and the organizational documents and other constituent documents of each surviving foreign limited liability company and other entity shall be amended to the extent provided in the plan of merger; (6) each new domestic limited liability company, the articles of organization of which are included in the plan of merger under Article 10.02 of this Act, shall be formed as a limited liability company under this Act, and each other entity to be formed or organized under the laws of this state, the organizational documents of which are included in the plan of merger, on an executed copy of the certificate of merger being delivered to or filed with any required governmental entity with which organizational documents of the other entity are required to be delivered or filed and on meeting additional requirements, if any, of law for its formation or organization, shall be formed or organized as provided in the plan of merger; (7) the limited liability company interests of each domestic or foreign limited liability company and the interests, shares, or evidences of ownership in each other entity that is a party to the merger that are to be converted or exchanged, in whole or in part, into limited liability company interests, shares, obligations, evidences of ownership, rights to purchase securities, or other securities of one or more of the surviving or new domestic or foreign limited liability companies or other entities, into cash or other property, including shares, obligations, evidences of ownership, rights to purchase securities, or other securities of any other person or entity, or into a combination of those items, shall be so converted and exchanged, and the former members of each domestic limited liability company that is a party to the merger shall be entitled only to the rights provided in the plan of merger; and (8) if the plan of merger does not provide for the allocation and vesting of the right, title, and interest in a particular item of real estate or other property or for the allocation of a liability or obligation of a party to the merger, the item of real estate or other property shall be owned in undivided interests by, or the liability or obligation shall be a joint and several liability and obligation of, each of the surviving and new domestic and foreign limited liability companies and other entities, pro rata to the total number of surviving and new domestic and foreign limited liability companies and other entities resulting from the merger.
Merger Involving Subsidiary Entities
Art. 10.05. A. (1) This article applies to a merger if: (a) at least 90 per cent of the outstanding membership interests, shares of stock, or other ownership interests of one or more domestic or foreign limited liability companies or other entities is owned by another domestic or foreign limited liability company or other entity; (b) at least one of the parent or subsidiary entities is a domestic limited liability company; and (c) for each parent or subsidiary entity that is not a domestic limited liability company: (i) the merger of the entity with or into a domestic limited liability company is permitted by the laws under which that entity is formed or organized or by the organizational documents or other constituent documents of the entity that are not inconsistent with those laws; and (ii) the entity complies with those laws or documents in effectuating the merger. (2) A parent entity described in Subsection (1) of this Section having at least 90 percent ownership may: (a) merge the other entity or entities into itself; (b) merge itself into the other entity or entities; or (c) merge any one or more of the entities, including itself, into one or more of the other entities. (3) If the parent entity having at least 90 percent ownership is a surviving entity in the merger, the parent entity must execute and file articles of merger as provided by Section B of this Article. If the parent entity having at least 90 percent ownership is not a surviving entity in the merger, the parent entity must: (a) adopt a plan of merger in the manner required by Article 10.01 of this Act, except that an action under Article 10.01 is not required by the entity or entities whose membership interests, shares of stock, or other ownership interests are so owned; and (b) execute and file articles of merger as provided by Section B of this Article. B. The articles of merger must be signed on behalf of the parent entity by a member, manager, officer, or other agent or representative authorized by (i) the organizational or other constituent documents of the parent entity, or (ii) resolutions adopted by the parent entity in accordance with the laws of its jurisdiction of organization or formation and the documents. The articles of merger must include: (1) the name of the parent entity and the name of each respective subsidiary entity; (2) for each entity listed in Subsection (1) of this Section, the type of entity and the respective jurisdiction under which the entity is formed or organized; (3) the total number or percentage of membership interests, shares, or other ownership interests in each subsidiary entity, identified by class, series, or group, and the number or percentage of membership interests, shares, or other ownership interests in each class, series, or group owned by the parent entity; (4) a copy of the resolution of merger adopted by the parent entity in accordance with the laws of its jurisdiction of organization or formation and its organizational or other constituent documents, together with a statement that the resolution was so adopted and the date of adoption; (5) if the parent entity does not own all of the outstanding membership interest, shares, or other ownership interests of each subsidiary entity party to the merger, the resolution described in Subsection (4) of this Section must state the terms and conditions of the merger, including the securities, cash, or other property to be used, paid, or delivered by the surviving corporation on surrender of each membership interest, share, or other ownership interest of the subsidiary entity or entities not owned by the parent entity; (6) if the surviving entity is a foreign limited liability company or other entity, the address, including street number, if any, of its registered or principal office in the jurisdiction under whose laws it is governed; and (7) if a plan of merger is required by Section A of this Article to be adopted in the manner required by Article 10.01 of this Act, the information required by Section A of Article 10.03 of this Act. C. The articles of merger shall be filed as provided by Section B of Article 10.03 of this Act, become effective as provided by Section C of Article 10.03 of this Act, and have the effect stated in Article 10.04 of this Act.
Interest Exchange
Art. 10.06. A. One or more domestic or foreign limited liability companies or other entities may adopt a plan of exchange by which an entity acquires all of the outstanding limited liability company interests of one or more domestic limited liability companies or all of the outstanding interests, stock, partnership interests, or other ownership interests in one or more other entities in exchange for cash or securities of the acquiring entity if: (1) each domestic limited liability company, the interests of which are to be acquired under the plan of exchange, approves the plan of exchange by majority vote or consent of its members or in a manner prescribed in its regulations; and (2) each acquiring domestic or foreign limited liability company or other entity takes all action that may be required by the laws of the state or country under which it was formed and as required by its constituent documents to effect the exchange. B. A filing with the Secretary of State is not necessary to evidence or effect the interest exchange with respect to a domestic limited liability company that is a party to the interest exchange. When an interest exchange takes effect as provided in the plan of exchange: (1) the limited liability company interests of each domestic limited liability company that are to be acquired under the plan of exchange are considered exchanged as provided in the plan of exchange; (2) the former holders of the limited liability company interests exchanged under the plan of exchange are entitled only to the exchange rights provided in the plan of exchange; and (3) the acquiring domestic or foreign limited liability company or other entity or entities are entitled to all rights, title, and interests with respect to the interests so acquired and exchanged, subject to the provisions in the plan of exchange.
Definition of "Other Entity"
Art. 10.07. A. For purposes of this Part, "other entity" means any entity, whether organized for profit or not, that is a corporation, limited partnership, general partnership, joint venture, joint stock company, cooperative, association, bank, insurance company, or other legal entity organized under the laws of this state or any other state or country to the extent the laws or the constituent documents of that entity, not inconsistent with law, permit that entity to enter into a merger or interest exchange as permitted by this Part.
Conversion
Art. 10.08. A. A domestic limited liability company may adopt a plan of conversion and convert to a foreign limited liability company or any other entity if: (1) the converting entity acts on and its members approve a plan of conversion in the manner prescribed by Article 10.01 of this Act as if the conversion were a merger to which the converting entity were a party and not the survivor; (2) the conversion is permitted by, or not inconsistent with, the laws of the state or country in which the converted entity is to be incorporated, formed, or organized, and the incorporation, formation, or organization of the converted entity is effected in compliance with such laws; (3) at the time the conversion becomes effective, each member of the converting entity will, unless otherwise agreed to by that member, own an equity interest or other ownership or security interest in, and be a shareholder, partner, member, owner, or other security holder of, the converted entity; (4) no member of the domestic limited liability company will, as a result of the conversion, become personally liable, without the member's consent, for the liabilities or obligations of the converted entity; and (5) the converted entity shall be incorporated, formed, or organized as part of or pursuant to the plan of conversion. B. Any foreign limited liability company or other entity may adopt a plan of conversion and convert to a domestic limited liability company if: (1) the conversion is permitted by the laws of the state or country in which the foreign limited liability company is incorporated, formed, or organized, if a foreign limited liability company is converting; (2) the conversion is either permitted by the laws under which the other entity is incorporated, formed, or organized or by the constituent documents of the other entity that are not inconsistent with the laws of the state or country in which the other entity is incorporated, formed, or organized, if another entity is converting; and (3) the converting entity takes all action that may be required by the laws of the state or country under which it is incorporated, formed, or organized and by its constituent documents to effect the conversion. C. A plan of conversion shall set forth: (1) the name of the converting entity and the converted entity; (2) a statement that the converting entity is continuing its existence in the organizational form of the converted entity; (3) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed, or organized; (4) the manner and basis of converting the membership interests or other evidences of ownership of the converting entity into membership interests or other evidences of ownership or securities of the converted entity, or any combination thereof; (5) in an attachment or exhibit, the articles of organization of the domestic limited liability company, if the converted entity is a domestic limited liability company; and (6) in an attachment or exhibit, the articles of organization or other organizational documents of the converted entity, if the converted entity is not a domestic limited liability company. D. A plan of conversion may set forth such other provisions relating to the conversion not inconsistent with law, including the initial regulations of the converted entity.
Articles of Conversion
Art. 10.09. A. If a plan of conversion has been approved in accordance with Article 10.08 of this Act and has not been abandoned, articles of conversion shall be executed by the converting entity by a manager (or, if none, by a member) or other duly authorized representative thereof and shall set forth: (1) the plan of conversion or a statement certifying the following: (a) the name, the state of incorporation, formation, or organization of the converting entity, and the organizational form of the converting entity; (b) that a plan of conversion has been approved; (c) that an executed plan of conversion is on file at the principal place of business of the converting entity, stating the address thereof, and that an executed plan of conversion will be on file, from and after the conversion, at the principal place of business of the converted entity, stating the address thereof; and (d) that a copy of the plan of conversion will be furnished by the converting entity (prior to the conversion) or the converted entity (after the conversion), on written request and without cost, to any shareholder, partner, or member of the converting entity or the converted entity; (2) a statement that the approval of the plan of conversion was duly authorized by all action required by the laws under which the converting entity was incorporated, formed, or organized and by its constituent documents; and (3) any other statements or information that may be required by any law or rule to which the converting entity or converted entity is subject or that the converting entity or the converted entity chooses to include in the articles. B. The original and one copy of the articles of conversion shall be delivered to the Secretary of State. Two copies of the articles of organization of the domestic limited liability company, if the converted entity is a domestic limited liability company, shall also be delivered to the Secretary of State with the articles of conversion. C. If the Secretary of State finds that the articles of conversion conform to law, has received all filings required to be received, and has issued all certificates required to be issued in connection with the incorporation, formation, or organization of the converted entity, if any, the Secretary of State shall, when all fees and franchise taxes have been paid as required by law or if the articles of conversion provide that the converted entity will be liable for the payment of all such fees and franchise taxes: (1) Endorse on the original and each copy the word "Filed" and the month, day, and year of the filing. (2) File the original in the office of the Secretary of State. (3) Issue a certificate of conversion, together with a copy of the articles affixed thereto, to the converted entity or its representatives.
Effective Date of Conversion
Art. 10.10. A. Except as otherwise provided by Article 9.03 of this Act, on the issuance of the certificate of conversion by the Secretary of State, the conversion of a converting entity shall be effective.
Effect of Conversion
Art. 10.11. A. When a conversion of a converting entity takes effect: (1) the converting entity shall continue to exist, without interruption, but in the organizational form of the converted entity rather than in its prior organizational form; (2) all rights, title, and interests to all real estate and other property owned by the converting entity shall continue to be owned by the converted entity in its new organizational form without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon; (3) all liabilities and obligations of the converting entity shall continue to be liabilities and obligations of the converted entity in its new organizational form without impairment or diminution by reason of the conversion; (4) all rights of creditors or other parties with respect to or against the prior interest holders or other owners of the converting entity in their capacities as such in existence as of the effective time of the conversion will continue in existence as to those liabilities and obligations and may be pursued by such creditors and obligees as if such conversion shall not have occurred; (5) a proceeding pending by or against the converting entity or by or against any of the converting entity's interest holders or owners in their capacities as such may be continued by or against the converted entity in its new organizational form and by or against the prior interest holders or owners, as the case may be, without any need for substitution of parties; (6) the membership interests and other evidences of ownership in the converting entity that are to be converted into membership interests, evidences of ownership, or other securities in the converted entity as provided in the plan of conversion shall be so converted, and if the converting entity is a domestic limited liability company, the former holders of membership interests in the domestic limited liability company shall be entitled only to the rights provided in the plan of conversion; (7) if, after the effectiveness of the conversion, a shareholder, partner, member, or other owner of the converted entity would be liable under applicable law, in such capacity, for the debts or obligations of the converted entity, such shareholder, partner, member, or other owner of the converted entity shall be liable for the debts and obligations of the converting entity that existed before the conversion takes effect only to the extent that such shareholder, partner, member, or other owner: (a) agreed in writing to be liable for such debts or obligations; (b) was liable under applicable law, prior to the effectiveness of the conversion, for such debts or obligations; or (c) by becoming a shareholder, partner, member, or other owner of the converted entity, becomes liable under applicable law for existing debts and obligations of the converted entity; and (8) if the converted entity is a foreign limited liability company or other entity, such converted entity shall be deemed to appoint the Secretary of State in this state as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting members of the converting domestic limited liability company.
PART ELEVEN
Professional Limited Liability Companies Authorized; Definitions
Art. 11.01. A. (1) One or more persons may organize a professional limited liability company by filing articles of organization with the Secretary of State in accordance with Part Three of this Act. In addition to other provisions required or permitted by law, the articles of organization of a professional limited liability company must include a statement: (a) that the limited liability company is a professional limited liability company; and (b) describing the specific kind of professional service to be rendered by the limited liability company. (2) Except as provided by Subdivisions (3) and (4) of this subsection, a professional limited liability company: (a) may be organized under this Act only for the purpose of rendering one specific type of professional service and ancillary services; and (b) may not render more than one kind of professional service. (3) Doctors of medicine and osteopathy licensed by the Texas State Board of Medical Examiners and podiatrists licensed by the Texas State Board of Podiatric Medical Examiners may organize a professional limited liability company that is jointly owned by those practitioners to perform a professional service that falls within the scope of practice of those practitioners. When doctors of medicine, osteopathy, and podiatry organize a professional limited liability company that is jointly owned by those practitioners, the authority of each of the practitioners is limited by the scope of practice of the respective practitioners and none can exercise control over the other's clinical authority granted by their respective licenses, either through agreements, bylaws, directives, financial incentives, or other arrangements that would assert control over treatment decisions made by the practitioner. The Texas State Board of Medical Examiners and the Texas State Board of Podiatric Medical Examiners continue to exercise regulatory authority over their respective licenses. (4) Professionals, other than physicians, engaged in related mental health fields such as psychology, clinical social work, licensed professional counseling, and licensed marriage and family therapy may organize a professional limited liability company that is jointly owned by those practitioners to perform a professional service that falls within the scope of practice of those practitioners. When mental health professionals organize a professional limited liability company that is jointly owned by those practitioners, the authority of each of the practitioners is limited by the scope of practice of the respective practitioner, and none can exercise control over the others' clinical authority granted by their respective licenses, whether through agreements, bylaws, directives, financial incentives, or other arrangements that would assert control over treatment decisions made by a practitioner. The state agencies exercising regulatory control over professions to which this subdivision applies continue to exercise regulatory authority over their respective licenses. B. In this Act: (1) "Professional service" means any type of personal service that requires as a condition precedent to the rendering of the service the obtaining of a license, permit, certificate of registration, or other legal authorization, including the personal service rendered by an architect, attorney-at-law, certified public accountant, dentist, doctor, physician, public accountant, surgeon, or veterinarian. (2) "Professional limited liability company" means a limited liability company that is organized under this Act for the sole and specific purpose of rendering professional service and that has as its members only professional individuals or professional entities. (3) "Professional individual," with respect to any professional limited liability company, means an individual who is licensed or otherwise authorized to render the same professional service as such professional limited liability company, either within this state or in any other jurisdiction. (4) "Professional entity," with respect to any professional limited liability company, means a person (other than an individual), whether organized for profit or not, including corporations organized under the Texas Non-Profit Corporation Act (Article 1396-1.01, Vernon's Texas Civil Statutes), and unincorporated associations governed by the Texas Uniform Unincorporated Nonprofit Association Act (Article 1396-70.01, Vernon's Texas Civil Statutes), that renders the same professional service as such professional limited liability company only through partners, members, shareholders, managers, directors, associates, officers, employees, or agents who are professional individuals or professional entities.
Name
Art. 11.02. A. A professional limited liability company may adopt a name not contrary to the law or ethics regulating the practice of the professional service rendered through the professional limited liability company. The name of the limited liability company must contain the words "Professional Limited Liability Company" or the abbreviations "P.L.L.C." or "PLLC" and must contain other words as may be required by law. A limited liability company formed before September 1, 1993, that complied with Section A of Article 2.03 of this Act or with Section A of Article 7.03 of this Act on the date of formation, but does not comply with this Article, is not required to change its name.
Restrictions on Members, Managers, and Officers
Art. 11.03. A. A person who is not a professional individual or professional entity may not be a member, manager, or officer of the professional limited liability company. A membership interest in the professional limited liability company may not be transferred to a person who is not a professional individual or professional entity. B. If a member, manager, or officer of a professional limited liability company ceases to be a professional individual or professional entity, the person shall sever all employment with the professional limited liability company and immediately terminate all financial interest in the company. The professional limited liability company shall purchase or cause to be purchased from the person all membership interests owned by the person in the professional limited liability company, at a price and on terms as may be provided in the articles of organization, the regulations, or any applicable agreement among the members and the professional limited liability company. If the person is the sole member of the professional limited liability company, the person may continue to act as member, manager, or officer only for the purposes of winding up the affairs of the professional limited liability company and effecting its dissolution, including selling the assets of or outstanding membership interests in the professional limited liability company, but not including rendering professional service. C. If a person who is not a professional individual or a professional entity succeeds to the interest of a member of the professional limited liability company, the person holding the interest shall immediately terminate all financial interest in the professional limited liability company, and the professional limited liability company shall purchase or cause to be purchased from the person all membership interests owned by the person in the professional limited liability company, at a price and on terms as may be provided in the articles of organization, the regulations, or any applicable agreement among the members and the professional limited liability company. If the person succeeded to all of the membership interests in the professional limited liability company, the person may continue to act as member, manager, or officer only for the purposes of winding up the affairs of the professional limited liability company and effecting its dissolution, including selling the assets of or the outstanding membership interests in the professional limited liability company, but not including rendering professional service.
Rendering of Professional Services
Art. 11.04. A. A professional limited liability company may render professional service in this state only through a member, manager, officer, employee, or agent who is: (1) a professional individual licensed or otherwise authorized to render the professional service in this state; or (2) a professional entity that renders the professional service in this state only through partners, members, shareholders, managers, directors, associates, officers, employees, or agents who are professional individuals or professional entities licensed or otherwise authorized to render the professional service in this state. B. This Article does not prohibit employment by a professional limited liability company of nurses or of clerks, secretaries, bookkeepers, technicians, assistants, and other individuals who are not usually and ordinarily considered by custom and practice to be rendering professional service for which a license or other legal authorization is required. A person may not, under the guise of employment, practice a profession in this state unless licensed or otherwise legally authorized to practice that profession under the laws of this state. To the extent of a conflict between this section and any other law, this section controls.
Professional Relationships Not Affected
Art. 11.05. A. Notwithstanding anything contained in Article 4.03 of this Act to the contrary, this Act does not alter or affect the professional relationship between a person rendering professional service and a person receiving the service, and a confidential relationship enjoyed in this state between those persons remains unchanged. This Act does not remove or diminish any rights at law that a person receiving professional service has against a person rendering the service for an error, an omission, negligence, incompetence, or malfeasance. A professional limited liability company, but not the other members, managers, officers, employees, or agents of such professional limited liability company (or their respective members, managers, officers, employees, or agents), is jointly and severally liable with a member, manager, officer, employee, or agent rendering professional service for an error, omission, negligence, incompetence, or malfeasance on the part of the member, manager, officer, employee, or agent when the member, manager, officer, employee, or agent is rendering professional service in the course of employment for the professional limited liability company. If the member, manager, officer, employee, or agent rendering such professional service in such circumstances is itself a professional entity, then the professional limited liability company and such professional entity are jointly and severally liable with the partner, member, shareholder, manager, director, associate, officer, employee, or agent of such professional entity through which such professional entity renders such professional service for an error, omission, negligence, incompetence, or malfeasance on the part of such partner, member, shareholder, manager, director, associate, officer, employee, or agent of such professional entity.
Exemption From Securities Laws
Art. 11.06. A. The sale, issuance, or offering of membership interests of a professional limited liability company to persons permitted by this Part to own the membership interests is exempt from all laws of this state, other than this Act, that provide for supervision, registration, or regulation in connection with the sale, issuance, or offering of securities. The sale, issuance, or offering of membership interests to those persons is legal without any action or approval on the part of any official or state regulatory agency authorized to license, regulate, or supervise the sale, issuance, or offering of securities.
Foreign Professional Limited Liability Companies
Art. 11.07. A. A foreign professional limited liability company may apply for a certificate of authority to perform professional service in this state by filing an application in accordance with Part Seven of this Act. The Secretary of State may not issue the certificate unless the name of the foreign professional limited liability company or the name it elects in this state meets the requirements of Article 11.02 of this Act. A foreign professional limited liability company may render professional service in this state only through a member, manager, officer, employee, or agent described in Section A of Article 11.04 of this Act. B. A certificate may not be issued to a limited liability company under this Article unless the application for the certificate includes a statement that the jurisdiction in which the limited liability company is organized would permit reciprocal admission of the limited liability company if it were organized in this state. Added by Acts 1991, 72nd Leg., ch. 901, Sec. 46, eff. Aug. 26, 1991. Amended by Acts 1993, 73rd Leg., ch. 215, Sec. 1.01 to 1.28, 1.32, eff. Sept. 1, 1993; Acts 1997, 75th Leg., ch. 375, Sec. 52 to 84, eff. Sept. 1, 1997; Acts 1997, 75th Leg., ch. 948, Sec. 3, eff. Sept. 1, 1997; Acts 1999, 76th Leg., ch. 224, Sec. 1, eff. Sept. 1, 1999; Acts 1999, 76th Leg., ch. 813, Sec. 1, eff. Aug. 30, 1999; Acts 1999, 76th Leg., ch. 1245, Sec. 3, eff. Sept. 1, 1999; Acts 2001, 77th Leg., ch. 442, Sec. 26, 27, eff. Sept. 1, 2001; Acts 2001, 77th Leg., ch. 757, Sec. 1 to 7, eff. Sept. 1, 2001. Art. 2.23 amended by Acts 2003, 78th Leg., ch. 572, Sec. 1, eff. Sept. 1, 2003; Art. 4.01 amended by Acts 2003, 78th Leg., ch. 572, Sec. 2, eff. Sept. 1, 2003; Art. 5.02-1 amended by Acts 2003, 78th Leg., ch. 572, Sec. 3, eff. Sept. 1, 2003; Art. 5.05 amended by Acts 2003, 78th Leg., ch. 572, Sec. 4, eff. Sept. 1, 2003; Art. 6.01 amended by Acts 2003, 78th Leg., ch. 572, Sec. 5, eff. Sept. 1, 2003; Art. 6.06 amended by Acts 2003, 78th Leg., ch. 572, Sec. 6, eff. Sept. 1, 2003; Art. 7.03 amended by Acts 2003, 78th Leg., ch. 572, Sec. 7, eff. Sept. 1, 2003; Art. 7.05 amended by Acts 2003, 78th Leg., ch. 572, Sec. 8, eff. Sept. 1, 2003; Art. 7.06 amended by Acts 2003, 78th Leg., ch. 572, Sec. 9, eff. Sept. 1, 2003; Art. 8.12 amended by Acts 2003, 78th Leg., ch. 572, Sec. 10, eff. Sept. 1, 2003; Art. 8.13 added by Acts 2003, 78th Leg., ch. 182, Sec. 9, eff. Jan. 1, 2006; Art. 11.04 amended by Acts 2003, 78th Leg., ch. 572, Sec. 11, eff. Sept. 1, 2003; Art. 2.08 amended by Acts 2005, 79th Leg., ch. 41, Sec. 7, eff. Sept. 1, 2005; Art. 2.23 amended by Acts 2005, 79th Leg., ch. 61, Sec. 1, eff. Sept. 1, 2005; Art. 3.06 amended by Acts 2005, 79th Leg., ch. 61, Sec. 2, eff. Sept. 1, 2005; Art. 3.09 amended by Acts 2005, 79th Leg., ch. 61, Sec. 3, eff. Sept. 1, 2005; Art. 6.01 amended by Acts 2005, 79th Leg., ch. 61, Sec. 4, eff. Sept. 1, 2005; Art. 6.03 amended by Acts 2005, 79th Leg., ch. 61, Sec. 5, eff. Sept. 1, 2005; Art. 6.07 amended by Acts 2005, 79th Leg., ch. 61, Sec. 6, eff. Sept. 1, 2005; Art. 8.12 amended by Acts 2005, 79th Leg., ch. 61, Sec. 7, eff. Sept. 1, 2005.

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Last modified: March 13, 2007