2023 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

Sec. 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 5.0561; 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.
Amended by:
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 43, eff. September 1, 2023.
Sec. 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, or that the name of the registered series does not comply with Section 101.626, 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.
Amended by:
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 44, eff. September 1, 2023.