SUBCHAPTER A GENERAL PROVISIONS
- Texas Section 101.001 - Definitions
In this title: (1) "Company agreement" means any agreement, written or oral, of the members concerning the affairs or the conduct of the business of...
SUBCHAPTER B FORMATION AND GOVERNING DOCUMENTS
- Texas Section 101.002 - Applicability Of Other Laws
(a) Subject to Section 101.114, Sections 21.223, 21.224, 21.225, and 21.226 apply to a limited liability company and the company's members, owners, assignees, affiliates, and...
- Texas Section 101.051 - Certain Provisions Contained In Certificate Of Formation
(a) A provision that may be contained in the company agreement of a limited liability company may alternatively be included in the certificate of formation...
- Texas Section 101.0515 - Execution Of Filings
Unless otherwise provided by this title, a filing instrument of a limited liability company must be signed by an authorized officer, manager, or member of...
- Texas Section 101.052 - Company Agreement
(a) Except as provided by Section 101.054, the company agreement of a limited liability company governs: (1) the relations among members, managers, and officers of...
- Texas Section 101.053 - Amendment Of Company Agreement
The company agreement of a limited liability company may be amended only if each member of the company consents to the amendment. Acts 2003, 78th...
- Texas Section 101.054 - Waiver Or Modification Of Certain Statutory Provisions Prohibited; Exceptions
(a) Except as provided by this section, the following provisions may not be waived or modified in the company agreement of a limited liability company:...
SUBCHAPTER C MEMBERSHIP
- Texas Section 101.055 - Irrevocable Power Of Attorney
(a) This section applies only to: (1) a power of attorney with respect to matters relating to the organization, internal affairs, or termination of a...
- Texas Section 101.101 - Members Required
(a) A limited liability company may have one or more members. Except as provided by this section, a limited liability company must have at least...
- Texas Section 101.102 - Qualification For Membership
(a) A person may be a member of or acquire a membership interest in a limited liability company unless the person lacks capacity apart from...
- Texas Section 101.103 - Effective Date Of Membership
(a) In connection with the formation of a company, a person becomes a member of the company on the date the company is formed if...
- Texas Section 101.104 - Classes Or Groups Of Members Or Membership Interests
(a) The company agreement of a limited liability company may: (1) establish within the company classes or groups of one or more members or membership...
- Texas Section 101.105 - Issuance Of Membership Interests After Formation Of Company
A limited liability company, after the formation of the company, may: (1) issue membership interests in the company to any person with the approval of...
- Texas Section 101.106 - Nature Of Membership Interest
(a) A membership interest in a limited liability company is personal property. (a-1) A membership interest may be community property under applicable law. (a-2) A...
- Texas Section 101.107 - Withdrawal Or Expulsion Of Member Prohibited
A member of a limited liability company may not withdraw or be expelled from the company. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff....
- Texas Section 101.108 - Assignment Of Membership Interest
(a) A membership interest in a limited liability company may be wholly or partly assigned. (b) An assignment of a membership interest in a limited...
- Texas Section 101.109 - Rights And Duties Of Assignee Of Membership Interest Before Membership
(a) A person who is assigned a membership interest in a limited liability company is entitled to: (1) receive any allocation of income, gain, loss,...
- Texas Section 101.110 - Rights And Liabilities Of Assignee Of Membership Interest After Becoming Member
(a) An assignee of a membership interest in a limited liability company, after becoming a member of the company, is: (1) entitled, to the extent...
- Texas Section 101.111 - Rights And Duties Of Assignor Of Membership Interest
(a) An assignor of a membership interest in a limited liability company continues to be a member of the company and is entitled to exercise...
- Texas Section 101.1115 - Effect Of Death Or Divorce On Membership Interest
(a) For purposes of this code: (1) on the divorce of a member, the member's spouse, to the extent of the spouse's membership interest, if...
- Texas Section 101.112 - Member's Membership Interest Subject To Charging Order
(a) On application by a judgment creditor of a member of a limited liability company or of any other owner of a membership interest in...
- Texas Section 101.113 - Parties To Actions
A member of a limited liability company may be named as a party in an action by or against the limited liability company only if...
SUBCHAPTER D CONTRIBUTIONS
- Texas Section 101.114 - Liability For Obligations
Except as and to the extent the company agreement specifically provides otherwise, a member or manager is not liable for a debt, obligation, or liability...
- Texas Section 101.151 - Requirements For Enforceable Promise
A promise to make a contribution or otherwise pay cash or transfer property to a limited liability company is enforceable only if the promise is:...
- Texas Section 101.152 - Enforceable Promise Not Affected By Change In Circumstances
A member of a limited liability company is obligated to perform an enforceable promise to make a contribution or otherwise pay cash or transfer property...
- Texas Section 101.153 - Failure To Perform Enforceable Promise; Consequences
(a) A member of a limited liability company, or the member's legal representative or successor, who does not perform an enforceable promise to make a...
- Texas Section 101.154 - Consent Required To Release Enforceable Obligation
The obligation of a member of a limited liability company, or of the member's legal representative or successor, to make a contribution or otherwise pay...
- Texas Section 101.155 - Creditor's Right To Enforce Certain Obligations
A creditor of a limited liability company who extends credit or otherwise acts in reasonable reliance on an enforceable obligation of a member of the...
SUBCHAPTER E ALLOCATIONS AND DISTRIBUTIONS
- Texas Section 101.156 - Requirements To Enforce Conditional Obligation
(a) An obligation of a member of a limited liability company that is subject to a condition may be enforced by the company or a...
- Texas Section 101.201 - Allocation Of Profits And Losses
The profits and losses of a limited liability company shall be allocated to each member of the company on the basis of the agreed value...
- Texas Section 101.202 - Distribution In Kind
A member of a limited liability company is entitled to receive or demand a distribution from the company only in the form of cash, regardless...
- Texas Section 101.203 - Sharing Of Distributions
Distributions of cash and other assets of a limited liability company shall be made to each member of the company according to the agreed value...
- Texas Section 101.204 - Interim Distributions
A member of a limited liability company, before the winding up of the company, is not entitled to receive and may not demand a distribution...
- Texas Section 101.205 - Distribution On Withdrawal
A member of a limited liability company who validly exercises the member's right to withdraw from the company granted under the company agreement is entitled...
- Texas Section 101.206 - Prohibited Distribution; Duty To Return
(a) Unless the distribution is made in compliance with Chapter 11, a limited liability company may not make a distribution to a member of the...
- Texas Section 101.207 - Creditor Status With Respect To Distribution
Subject to Sections 11.053 and 101.206, when a member of a limited liability company is entitled to receive a distribution from the company, the member,...
SUBCHAPTER F MANAGEMENT
- Texas Section 101.208 - Record Date
A company agreement may establish or provide for the establishment of a record date with respect to allocations and distributions. Added by Acts 2009, 81st...
- Texas Section 101.251 - Governing Authority
The governing authority of a limited liability company consists of: (1) the managers of the company, if the company's certificate of formation states that the...
- Texas Section 101.252 - Management By Governing Authority
The governing authority of a limited liability company shall manage the business and affairs of the company as provided by: (1) the company agreement; and...
- Texas Section 101.253 - Designation Of Committees; Delegation Of Authority
(a) The governing authority of a limited liability company by resolution may designate: (1) one or more committees of the governing authority consisting of one...
- Texas Section 101.254 - Designation Of Agents; Binding Acts
(a) Except as provided by this title and Title 1, each governing person of a limited liability company and each officer of a limited liability...
SUBCHAPTER G MANAGERS
- Texas Section 101.255 - Contracts Or Transactions Involving Interested Governing Persons Or Officers
(a) This section applies to a contract or transaction between a limited liability company and: (1) one or more governing persons or officers, or one...
- Texas Section 101.301 - Applicability Of Subchapter
This subchapter applies only to a limited liability company that has one or more managers. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan....
- Texas Section 101.302 - Number And Qualifications
(a) The managers of a limited liability company may consist of one or more persons. (b) Except as provided by Subsection (c), the number of...
- Texas Section 101.303 - Term
A manager of a limited liability company serves: (1) for the term, if any, for which the manager is elected and until the manager's successor...
- Texas Section 101.304 - Removal
Subject to Section 101.306(a), a manager of a limited liability company may be removed, with or without cause, at a meeting of the company's members...
- Texas Section 101.305 - Manager Vacancy
(a) Subject to Section 101.306(b), a vacancy in the position of a manager of a limited liability company may be filled by: (1) the affirmative...
- Texas Section 101.306 - Removal And Replacement Of Manager Elected By Class Or Group
(a) If a class or group of the members of a limited liability company is entitled by the company agreement of the company to elect...
SUBCHAPTER H MEETINGS AND VOTING
- Texas Section 101.307 - Methods Of Classifying Managers
Other methods of classifying managers of a limited liability company, including providing for managers who serve for staggered terms of office or terms that are...
- Texas Section 101.352 - General Notice Requirements
(a) Except as provided by Subsection (b), notice of a regular or special meeting of the governing authority or members of a limited liability company,...
- Texas Section 101.353 - Quorum
A majority of all of the governing persons, members, or committee members of a limited liability company constitutes a quorum for the purpose of transacting...
- Texas Section 101.354 - Equal Voting Rights
Each governing person, member, or committee member of a limited liability company has an equal vote at a meeting of the governing authority, members, or...
- Texas Section 101.355 - Act Of Governing Authority, Members, Or Committee
Except as provided by this title or Title 1, the affirmative vote of the majority of the governing persons, members, or committee members of a...
- Texas Section 101.356 - Votes Required To Approve Certain Actions
(a) Except as provided in this section or any other section in this title, an action of a limited liability company may be approved by...
- Texas Section 101.357 - Manner Of Voting
(a) A member of a limited liability company may vote: (1) in person; or (2) by a proxy executed in writing by the member. (b)...
- Texas Section 101.358 - Action By Less Than Unanimous Written Consent
(a) This section applies only to an action required or authorized to be taken at an annual or special meeting of the governing authority, the...
SUBCHAPTER I MODIFICATION OF DUTIES; INDEMNIFICATION
- Texas Section 101.359 - Effective Action By Members Or Managers With Or Without Meeting
Members or managers of a limited liability company may take action at a meeting of the members or managers or without a meeting in any...
- Texas Section 101.401 - Expansion Or Restriction Of Duties And Liabilities
The company agreement of a limited liability company may expand or restrict any duties, including fiduciary duties, and related liabilities that a member, manager, officer,...
SUBCHAPTER J DERIVATIVE PROCEEDINGS
- Texas Section 101.402 - Permissive Indemnification, Advancement Of Expenses, And Insurance Or Other Arrangements
(a) A limited liability company may: (1) indemnify a person; (2) pay in advance or reimburse expenses incurred by a person; and (3) purchase or...
- Texas Section 101.451 - Definitions
In this subchapter: (1) "Derivative proceeding" means a civil suit in the right of a domestic limited liability company or, to the extent provided by...
- Texas Section 101.452 - Standing To Bring Proceeding
A member may not institute or maintain a derivative proceeding unless: (1) the member: (A) was a member of the limited liability company at the...
- Texas Section 101.453 - Demand
(a) A member may not institute a derivative proceeding until the 91st day after the date a written demand is filed with the limited liability...
- Texas Section 101.454 - Determination By Governing Or Independent Persons
(a) The determination of how to proceed on allegations made in a demand or petition relating to a derivative proceeding must be made by an...
- Texas Section 101.455 - Stay Of Proceeding
(a) If the domestic or foreign limited liability company that is the subject of a derivative proceeding commences an inquiry into the allegations made in...
- Texas Section 101.456 - Discovery
(a) If a domestic or foreign limited liability company proposes to dismiss a derivative proceeding under Section 101.458, discovery by a member after the filing...
- Texas Section 101.457 - Tolling Of Statute Of Limitations
A written demand filed with the limited liability company under Section 101.453 tolls the statute of limitations on the claim on which demand is made...
- Texas Section 101.458 - Dismissal Of Derivative Proceeding
(a) A court shall dismiss a derivative proceeding on a motion by the limited liability company if the person or group of persons described by...
- Texas Section 101.459 - Allegations If Demand Rejected
If a derivative proceeding is instituted after a demand is rejected, the petition must allege with particularity facts that establish that the rejection was not...
- Texas Section 101.460 - Discontinuance Or Settlement
(a) A derivative proceeding may not be discontinued or settled without court approval. (b) The court shall direct that notice be given to the affected...
- Texas Section 101.461 - Payment Of Expenses
(a) In this section, "expenses" means reasonable expenses incurred by a party in a derivative proceeding, including: (1) attorney's fees; (2) costs of pursuing an...
- Texas Section 101.462 - Application To Foreign Limited Liability Companies
(a) In a derivative proceeding brought in the right of a foreign limited liability company, the matters covered by this subchapter are governed by the...
SUBCHAPTER K SUPPLEMENTAL RECORDKEEPING REQUIREMENTS
- Texas Section 101.463 - Closely Held Limited Liability Company
(a) In this section, "closely held limited liability company" means a limited liability company that has: (1) fewer than 35 members; and (2) no membership...
- Texas Section 101.501 - Supplemental Records Required For Limited Liability Companies
(a) In addition to the books and records required to be kept under Section 3.151, a limited liability company shall keep at its principal office...
SUBCHAPTER L SUPPLEMENTAL WINDING UP AND TERMINATION PROVISIONS
- Texas Section 101.502 - Right To Examine Records And Certain Other Information
(a) A member of a limited liability company or an assignee of a membership interest in a limited liability company, or a representative of the...
- Texas Section 101.551 - Persons Eligible To Wind Up Company
After an event requiring the winding up of a limited liability company unless a revocation as provided by Section 11.151 or a cancellation as provided...
SUBCHAPTER M SERIES LIMITED LIABILITY COMPANY
- Texas Section 101.552 - Approval Of Voluntary Winding Up, Revocation, Cancellation, Or Reinstatement
(a) A majority vote of all of the members of a limited liability company or, if the limited liability company has no members, a majority...
- Texas Section 101.601 - Series Of Members, Managers, Membership Interests, Or Assets
(a) A company agreement may establish or provide for the establishment of one or more designated series of members, managers, membership interests, or assets that:...
- Texas Section 101.602 - Enforceability Of Obligations And Expenses Of Series Against Assets
(a) Notwithstanding any other provision of this chapter or any other law, but subject to Subsection (b) and any other provision of this subchapter: (1)...
- Texas Section 101.603 - Assets Of Series
(a) Assets associated with a series may be held directly or indirectly, including being held in the name of the series, in the name of...
- Texas Section 101.604 - Notice Of Limitation On Liabilities Of Series
Notice of the limitation on liabilities of a series required by Section 101.602 that is contained in a certificate of formation filed with the secretary...
- Texas Section 101.605 - General Powers Of Series
A series established under this subchapter has the power and capacity, in the series' own name, to: (1) sue and be sued; (2) contract; (3)...
- Texas Section 101.606 - Liability Of Member Or Manager For Obligations; Duties
(a) Except as and to the extent the company agreement specifically provides otherwise, a member or manager associated with a series or a member or...
- Texas Section 101.607 - Class Or Group Of Members Or Managers
(a) The company agreement may: (1) establish classes or groups of one or more members or managers associated with a series each of which has...
- Texas Section 101.608 - Governing Authority
(a) Notwithstanding any conflicting provision of the certificate of formation of a limited liability company, the governing authority of a series consists of the managers...
- Texas Section 101.609 - Applicability Of Other Provisions Of Chapter Or Title 1; Synonymous Terms
(a) To the extent not inconsistent with this subchapter, this chapter applies to a series and its associated members and managers. (b) For purposes of...
- Texas Section 101.610 - Effect Of Certain Event On Manager Or Member
(a) An event that under this chapter or the company agreement causes a manager to cease to be a manager with respect to a series...
- Texas Section 101.611 - Member Status With Respect To Distribution
(a) Subject to Sections 101.613, 101.617, 101.618, 101.619, and 101.620, when a member associated with a series established under this subchapter is entitled to receive...
- Texas Section 101.612 - Record Date For Allocations And Distributions
A company agreement may establish or provide for the establishment of a record date for allocations and distributions with respect to a series. Added by...
- Texas Section 101.613 - Distributions
(a) A limited liability company may make a distribution with respect to a series. (b) A limited liability company may not make a distribution with...
- Texas Section 101.614 - Authority To Wind Up And Terminate Series
Except to the extent otherwise provided in the company agreement and subject to Sections 101.617, 101.618, 101.619, and 101.620, a series and its business and...
- Texas Section 101.615 - Termination Of Series
(a) Except as otherwise provided by Sections 101.617, 101.618, 101.619, and 101.620, the series terminates on the completion of the winding up of the business...
- Texas Section 101.616 - Event Requiring Winding Up
Subject to Sections 101.617, 101.618, 101.619, and 101.620, the business and affairs of a series are required to be wound up: (1) if the winding...
- Texas Section 101.617 - Procedures For Winding Up And Termination Of Series
(a) The following provisions apply to a series and the associated members and managers of the series: (1) Subchapters A, G, H, and I, Chapter...
- Texas Section 101.618 - Revocation Of Voluntary Winding Up
Before the termination of the series takes effect, a voluntary decision to wind up the series under Section 101.616(2)(C) or (D) may be revoked by:...
- Texas Section 101.619 - Cancellation Of Event Requiring Winding Up
(a) Unless the cancellation is prohibited by the company agreement, an event requiring winding up of the series under Section 101.616(1) or (2) may be...
- Texas Section 101.620 - Continuation Of Business
The series may continue its business following the revocation under Section 101.618 or the cancellation under Section 101.619. Added by Acts 2009, 81st Leg., R.S.,...
- Texas Section 101.621 - Winding Up By Court Order
A district court in the county in which the registered office or principal place of business in this state of a domestic limited liability company...
- Texas Section 101.622 - Series Not A Separate Domestic Entity Or Organization
For purposes of this chapter and Title 1, a series has the rights, powers, and duties provided by this subchapter to the series but is...