reglab/housing_qa huggingface dataset:
TX Bus Orgs § 101.615 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter M. Series Limited Liability Company|Section 101.615. Termination of Protected Series or Registered Series

Text of section effective on June 01, 2022Sec. 101.615.  TERMINATION OF PROTECTED SERIES OR REGISTERED SERIES.  (a)  Except as otherwise provided by Sections 101.617, 101.618, 101.619, and 101.620, the protected series terminates on the completion of the winding up of the business and affairs of the protected series in accordance with Sections 101.617, 101.618, 101.619, and 101.620.(b)  Except as otherwise provided by Sections 101.617, 101.618, 101.619, and 101.620, the registered series terminates on: (1)  the completion of the winding up of the business and affairs of the registered series in accordance with Sections 101.617, 101.618, 101.619, and 101.620; and(2)  the effectiveness of the filing with the secretary of state of a certificate of termination for the registered series.(c)  The limited liability company shall provide notice of the termination of a protected series or registered series in the manner provided in the company agreement for notice of termination, if any.(d)  The termination of the protected series or registered series does not affect the limitation on liabilities of the protected series or registered series provided by Section 101.602.|Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.Amended by: Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.|
TX Bus Orgs § 101.616 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter M. Series Limited Liability Company|Section 101.616. Event Requiring Winding Up

Text of section effective on June 01, 2022Sec. 101.616.  EVENT REQUIRING WINDING UP.  Subject to Sections 101.617, 101.618, 101.619, and 101.620, the business and affairs of a protected series or registered series are required to be wound up:(1)  if the winding up of the limited liability company is required under Section 101.552(a) or Chapter 11; or(2)  on the earlier of:(A)  the time specified for winding up the protected series or registered series in the company agreement;(B)  the occurrence of an event specified with respect to the protected series or registered series in the company agreement;(C)  the occurrence of a majority vote of all of the members associated with the protected series or registered series approving the winding up of the protected series or registered series or, if there is more than one class or group of members associated with the protected series or registered series, a majority vote of the members of each class or group of members associated with the protected series or registered series approving the winding up of the protected series or registered series;(D)  if the protected series or registered series has no members, the occurrence of a majority vote of all of the managers associated with the protected series or registered series approving the winding up of the protected series or registered series or, if there is more than one class or group of managers associated with the protected series or registered series, a majority vote of the managers of each class or group of managers associated with the protected series or registered series approving the winding up of the protected series or registered series; or(E)  a determination by a court in accordance with Section 101.621.|Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.Amended by: Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.|
TX Bus Orgs § 101.618 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter M. Series Limited Liability Company|Section 101.618. Revocation of Voluntary Winding Up

Text of section effective on June 01, 2022Sec. 101.618.  REVOCATION OF VOLUNTARY WINDING UP.  Before the termination of the protected series or registered series takes effect, a voluntary decision to wind up the protected series or registered series under Section 101.616(2)(C) or (D) may be revoked by:(1)  a majority vote of all of the members associated with the protected series or registered series approving the revocation or, if there is more than one class or group of members associated with the protected series or registered series, a majority vote of the members of each class or group of members associated with the protected series or registered series approving the revocation; or(2)  if the protected series or registered series has no members, a majority vote of all the managers associated with the protected series or registered series approving the revocation or, if there is more than one class or group of managers associated with the protected series or registered series, a majority vote of the managers of each class or group of managers associated with the protected series or registered series approving the revocation.|Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.Amended by: Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.|
TX Bus Orgs § 101.619 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter M. Series Limited Liability Company|Section 101.619. Cancellation of Event Requiring Winding Up

Text of section effective on June 01, 2022Sec. 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 protected series or registered series under Section 101.616(2)(A) or (B) may be canceled by the consent of all of the members of the protected series or registered series before the termination of the protected series or registered series takes effect.(b)  In connection with the cancellation, the members must amend the company agreement to:(1)  eliminate or extend the time specified for the protected series or registered series if the event requiring winding up of the protected series or registered series occurred under Section 101.616(2)(A); or(2)  eliminate or revise the event specified with respect to the protected series or registered series if the event requiring winding up of the protected series or registered series occurred under Section 101.616(2)(B).|Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.Amended by: Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.|
TX Bus Orgs § 101.620 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter M. Series Limited Liability Company|Section 101.620. Continuation of Business

Text of section effective on June 01, 2022Sec. 101.620.  CONTINUATION OF BUSINESS.  The protected series or registered 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., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.Amended by: Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.|
TX Bus Orgs § 101.621 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter M. Series Limited Liability Company|Section 101.621. Winding Up by Court Order

Text of section effective on June 01, 2022Sec. 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 is located, on application by or for a member associated with a protected series or registered series of the company, has jurisdiction to order the winding up and termination of the protected series or registered series if the court determines that:(1)  it is not reasonably practicable to carry on the business of the protected series or registered series in conformity with the company agreement;(2)  the economic purpose of the protected series or registered series is likely to be unreasonably frustrated; or(3)  another member associated with the protected series or registered series has engaged in conduct relating to the protected series' or registered series' business that makes it not reasonably practicable to carry on the business with that member.|Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.Amended by: Acts 2019, 86th Leg., R.S., Ch. 658 (S.B. 1859), Sec. 11, eff. September 1, 2019.Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.|
TX Bus Orgs § 101.622 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter M. Series Limited Liability Company|Section 101.622. Protected Series or Registered Series Not a Separate Domestic Entity or Organization

Text of section effective on June 01, 2022Sec. 101.622.  PROTECTED SERIES OR REGISTERED SERIES NOT A SEPARATE DOMESTIC ENTITY OR ORGANIZATION.  For purposes of this chapter and Title 1, a protected series or registered series has the rights, powers, and duties provided by this subchapter to the protected series or registered series but is not a separate domestic entity or organization.|Added by Acts 2013, 83rd Leg., R.S., Ch. 9 (S.B. 847), Sec. 9, eff. September 1, 2013.Amended by: Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.|
TX Bus Orgs § 101.623 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter M. Series Limited Liability Company|Section 101.623. Filing of Certificate of Registered Series

Text of section effective on June 01, 2022Sec. 101.623.  FILING OF CERTIFICATE OF REGISTERED SERIES.  (a)  To establish a registered series of a limited liability company in accordance with Section 101.602, a certificate of registered series for the registered series must be filed in accordance with this section.(b)  A certificate of registered series must state:(1)  the name of the limited liability company; (2)  the name of the registered series being formed, which must conform with the requirements of Section 5.056(c); and(3)  if the registered series is formed under a plan of conversion or merger, a statement to that effect.(c)  A certificate of registered series may include any other provisions not inconsistent with law relating to the organization, ownership, governance, business, or affairs of the registered series.(d)  A certificate of registered series shall be executed by the limited liability company in accordance with Section 101.0515 and filed with the secretary of state in accordance with and take effect as a filing instrument as specified by Chapter 4.(e)  A certificate of registered series is not an amendment to the certificate of formation of the limited liability company.(f)  If a new registered series is established under a plan of conversion or plan of merger, the certificate of registered series of the registered series must be filed simultaneously with the certificate of conversion or certificate of merger under Section 101.627(b) or 101.634(e).  The certificate of registered series is not required to be filed separately under Subsection (a).  The formation and existence of a registered series that results from a conversion or merger takes effect and commences on the effectiveness of the conversion or merger.|Added by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.|
TX Bus Orgs § 101.624 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter M. Series Limited Liability Company|Section 101.624. Amending Certificate of Registered Series

Text of section effective on June 01, 2022Sec. 101.624.  AMENDING CERTIFICATE OF REGISTERED SERIES.  (a)  A certificate of registered series is amended by filing a certificate of amendment in accordance with this section.(b)  If the company agreement of the limited liability company specifies the manner of adopting an amendment to the certificate of registered series, the amendment must be adopted as specified by the company agreement.  If the company agreement does not specify the manner of adopting an amendment to the certificate of registered series but specifies the manner of adopting an amendment to the provisions of the company agreement governing the registered series, the amendment must be adopted as specified in the company agreement for the adoption of an amendment to the provisions of the company agreement governing the registered series.  If the company agreement does not specify the manner of adopting an amendment to the certificate of registered series or to the provisions of the company agreement governing the registered series, the amendment must be approved:(1)  by all of the members of the registered series;(2)  if the registered series does not yet have any members but has managers, by all of the managers of the registered series; or(3)  if the registered series does not have members or managers, in the manner specified by the company agreement for authorization of the establishment of a new registered series of the limited liability company. (c)  The certificate of amendment must state:(1)  the name of the limited liability company;(2)  the name of the registered series; (3)  for each provision of the certificate of registered series that is added, altered, or deleted, an identification by reference or description of the added, altered, or deleted provision and, if the provision is added or altered, a statement of the text of the altered or added provision; and(4)  that the amendment has been approved in the manner required by this subchapter and by the governing documents of the registered series.(d)  A manager associated with a registered series or, if there is no manager, any member associated with the registered series who becomes aware that any statement in a certificate of registered series filed with respect to the registered series was false when made, or that any provision in the certificate of registered series has changed making the certificate of registered series false in any material respect, shall promptly amend the certificate of registered series.(e)  The certificate of amendment must be executed by the registered series in accordance with Section 101.0515 and shall be filed with the secretary of state in accordance with and take effect as a filing instrument as specified by Chapter 4. |Added by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.|
TX Bus Orgs § 101.625 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter M. Series Limited Liability Company|Section 101.625. Certificate of Termination for Registered Series

Text of section effective on June 01, 2022Sec. 101.625.  CERTIFICATE OF TERMINATION FOR REGISTERED SERIES.  (a)  On completion of the winding up of a registered series, a certificate of termination shall be filed in accordance with this section.(b)  The certificate of termination must contain:(1)  the name of the limited liability company;(2)  the name of the registered series;(3)  the registered series' filing number assigned by the secretary of state; (4)  the nature of the event requiring winding up the registered series; (5)  a statement that the registered series has complied with the provisions of this code governing the series' winding up; and(6)  any other information the person filing the certificate of termination determines.(c)  The certificate of termination must be executed by the registered series in accordance with Section 101.0515 and shall be filed with the secretary of state in accordance with and take effect as a filing instrument as specified by Chapter 4.(d)  The secretary of state may not issue a certificate of fact confirming the existence of a registered series if the limited liability company has ceased to be in existence.|Added by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.|
TX Bus Orgs § 101.626 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter M. Series Limited Liability Company|Section 101.626. Name of Registered Series

Text of section effective on June 01, 2022Sec. 101.626.  NAME OF REGISTERED SERIES.  The name of each registered series included in a series' certificate of registered series must:(1)  comply with the requirements of Chapter 5; and(2)  contain the name of the limited liability company and the phrase or abbreviation required by Section 5.0561.|Added by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.|
TX Bus Orgs § 101.627 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter M. Series Limited Liability Company|Section 101.627. Conversion of a Registered Series to a Protected Series

Text of section effective on June 01, 2022Sec. 101.627.  CONVERSION OF A REGISTERED SERIES TO A PROTECTED SERIES.  (a)  Upon compliance with Section 101.628, a registered series of a domestic limited liability company may convert to a protected series of the domestic limited liability company by filing a certificate of conversion that complies with Section 101.631 with the secretary of state in accordance with, and taking effect as a filing instrument as specified, by Chapter 4.(b)  Upon compliance with Section 101.628, a protected series of a domestic limited liability company may convert to a registered series of the domestic limited liability company by filing simultaneously with the secretary of state in accordance with, and taking effect as a filing instrument as specified by, Chapter 4:(1)  a certificate of conversion that complies with Section 101.631; and(2)  a certificate of registered series as provided by Section 101.623.(c)  An existing registered series may not become a protected series except as provided by Subsection (a) and Sections 101.628 through 101.632.(d)  For purposes of this section and Sections 101.628 through 101.632:(1)  "Conversion" means the continuation of:(A)  a registered series as a protected series; or(B)  a protected series as a registered series.(2)  "Converted series" means a registered series or protected series resulting from a conversion of, respectively, a protected series or registered series, of a domestic limited liability company.(3)  "Converting series" means a registered series or protected series before a conversion of that series.(4)  "Plan of conversion" means a document that conforms with the requirements of Section 101.628.|Added by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.|
TX Bus Orgs § 101.629 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter M. Series Limited Liability Company|Section 101.629. Conversion Not Winding Up Event

Text of section effective on June 01, 2022Sec. 101.629.  CONVERSION NOT WINDING UP EVENT.  Unless otherwise agreed, the conversion of a converting series under Sections 101.627 through 101.631 does not:(1)  require the limited liability company or the converting series to wind up the series' affairs under Section 11.051, 11.056, 101.552 or 101.616 or to pay the series' liabilities and distribute its assets under Sections 11.053 and 101.617; or(2)  constitute an event requiring winding up of the company or the converting series.|Added by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.|
TX Bus Orgs § 101.630 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter M. Series Limited Liability Company|Section 101.630. Effect of Conversion

Text of section effective on June 01, 2022Sec. 101.630.  EFFECT OF CONVERSION.  When a conversion takes effect:(1)  the converting series continues to exist without interruption in the form of the converted series rather than in the form of the converting series;(2)  all rights, title, and interests to all property owned by the converting series continues to be owned, subject to any existing liens or other encumbrances on the property, by the converted series in the new form without:(A)  reversion or impairment;(B)  further act or deed;  or(C)  any transfer or assignment having occurred;(3)  all liabilities and obligations of the converting series continue to be liabilities and obligations of the converted series in the new form without impairment or diminution because of the conversion;(4)  the rights of creditors or other parties with respect to or against the previous members associated with the converting series in their capacities as members in existence when the conversion takes effect continue to exist as to those liabilities and obligations and may be enforced by the creditors and obligees as if a conversion had not occurred;(5)  a proceeding pending by or against the converting series or by or against any of the converting series' members in their capacities as members may be continued by or against the converted series in the new form and by or against the previous members without a need for substituting a party;(6)  the membership interests of the converting series that are to be converted into membership interests of the converted series as provided by the plan of conversion are converted as provided by the plan, and the former members of the converting series are entitled only to the rights provided by the plan of conversion; (7)  the amendment to the company agreement under the plan of conversion becomes effective; and(8)  if, after the conversion takes effect, a member of the converted series as a member is liable for the liabilities or obligations of the converted series, the member is liable for the liabilities and obligations of the converting series that existed before the conversion took effect only to the extent that the member:(A)  agrees in writing to be liable for the liabilities or obligations;(B)  was liable, before the conversion took effect, for the liabilities or obligations; or(C)  by becoming a member of the converted series, becomes liable under other applicable law for the existing liabilities and obligations of the converted series.|Added by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.|