reglab/statecodes huggingface dataset:
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter B. Formation and Governing Documents › Section 101.055. Irrevocable Power of Attorney

Sec. 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 limited liability company; or
(2)  a power of attorney granted by:
(A)  a person as a member of or assignee of a membership interest in a limited liability company; or
(B)  a person seeking to become a member of or assignee of a membership interest in a limited liability company.
(b)  A power of attorney is irrevocable for all purposes if the power of attorney:
(1)  is coupled with an interest sufficient in law to support an irrevocable power; and
(2)  states that it is irrevocable.
(c)  Unless otherwise provided in the power of attorney, an irrevocable power of attorney created under this section is not affected by the subsequent death, disability, incapacity, winding up, dissolution, termination of existence, or bankruptcy of, or any other event concerning, the principal.
(d)  A power of attorney granted to the limited liability company, a member of the company, or any of their respective officers, directors, managers, members, partners, trustees, employees, or agents is conclusively presumed to be coupled with an interest sufficient in law to support an irrevocable power.
Added by Acts 2015, 84th Leg., R.S., Ch. 23 (S.B. 859), Sec. 2, eff. September 1, 2015.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter B. Formation and Governing Documents › Section 101.056. Ratification of Void or Voidable Acts or Transactions

Sec. 101.056.  RATIFICATION OF VOID OR VOIDABLE ACTS OR TRANSACTIONS.  (a)  Any act or transaction taken by or with respect to a limited liability company under this code or a company agreement that is void or voidable when taken may be ratified, and the failure to comply with any requirements of the company agreement which caused the act or transaction to be void or voidable may be waived, in accordance with this section.
(b)  An act or transaction may be ratified or waived, as applicable, with the approval of the members, managers, or other persons whose approval would be required under the company agreement at the time of the ratification or waiver:
(1)  for the void or voidable act or transaction to be validly taken; or
(2)  to amend the company agreement in a manner that would permit the void or voidable act or transaction to be validly taken.
(c)  If the void or voidable act or transaction was the issuance or assignment of any membership interests, the membership interests purportedly issued or assigned are deemed to have not been issued or assigned for purposes of determining whether the void or voidable act or transaction is ratified or waived under this section.
(d)  Any act or transaction ratified or waived under this section is deemed validly taken at the time the act or transaction occurred.
(e)  This section may not be construed to limit the accomplishment of a ratification or waiver of a void or voidable act or transaction by other lawful means.
Added by Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 36, eff. September 1, 2023.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter C. Membership › Section 101.101. Members Required

Sec. 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 one member.
(b)  A limited liability company that has managers is not required to have any members during a reasonable period between the date the company is formed and the date the first member is admitted to the company.
(c)  A limited liability company is not required to have any members during the period between the date the continued membership of the last remaining member of the company is terminated and the date the agreement to continue the company described by Section 11.056 is executed.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter C. Membership › Section 101.102. Qualification for Membership

Sec. 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 this code.
(b)  A person is not required, as a condition to becoming a member of or acquiring a membership interest in a limited liability company, to:
(1)  make a contribution to the company;
(2)  otherwise pay cash or transfer property to the company;  or
(3)  assume an obligation to make a contribution or otherwise pay cash or transfer property to the company.
(c)  If one or more persons own a membership interest in a limited liability company, the company agreement may provide for a person to be admitted to the company as a member without acquiring a membership interest in the company.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 71, eff. January 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter C. Membership › Section 101.103. Effective Date of Membership

Sec. 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 the person is named as an initial member in the company's certificate of formation.
(b)  In connection with the formation of a company, a person being admitted as a member of the company but not named as an initial member in the company's certificate of formation becomes a member of the company on the latest of:
(1)  the date the company is formed;
(2)  the date stated in the company's records as the date the person becomes a member of the company; or
(3)  if the company's records do not state a date described by Subdivision (2), the date the person's admission to the company is first reflected in the company's records.
(c)  A person who, after the formation of a limited liability company, acquires directly or is assigned a membership interest in the company or is admitted as a member of the company without acquiring a membership interest becomes a member of the company on approval or consent of all of the company's members.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 72, eff. January 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter C. Membership › Section 101.104. Classes or Groups of Members or Membership Interests

Sec. 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 interests each of which has certain expressed relative rights, powers, and duties, including voting rights;  and
(2)  provide for the manner of establishing within the company additional classes or groups of one or more members or membership interests each of which has certain expressed relative rights, powers, and duties, including voting rights.
(b)  The rights, powers, and duties of a class or group of members or membership interests described by Subsection (a)(2) may be stated in the company agreement or stated at the time the class or group is established.
(c)  If the company agreement of a limited liability company does not provide for the manner of establishing classes or groups of members or membership interests under Subsection (a)(2), additional classes or groups of members or membership interests may be established only by the adoption of an amendment to the company agreement.
(d)  The rights, powers, or duties of any class or group of members or membership interests of a limited liability company may be senior to the rights, powers, or duties of any other class or group of members or membership interests in the company, including a previously established class or group.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter C. Membership › Section 101.105. Issuance of Membership Interests After Formation of Company

Sec. 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 all of the members of the company;  and
(2)  if the issuance of a membership interest requires the establishment of a new class or group of members or membership interests, establish a new class or group as provided by Sections 101.104(a)(2), (b), and (c).
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter C. Membership › Section 101.106. Nature of Membership Interest

Sec. 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 member's right to participate in the management and conduct of the business of the limited liability company is not community property.
(b)  A member of a limited liability company or an assignee of a membership interest in a limited liability company does not have an interest in any specific property of the company.
(c)  Sections 9.406 and 9.408, Business & Commerce Code, do not apply to a membership interest in a limited liability company, including the rights, powers, and interests arising under the company's certificate of formation or company agreement or under this code.  To the extent of any conflict between this subsection and Section 9.406 or 9.408, Business & Commerce Code, this subsection controls.  It is the express intent of this subsection to permit the enforcement, as a contract among the members of a limited liability company, of any provision of a company agreement that would otherwise be ineffective under Section 9.406 or 9.408, Business & Commerce Code.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 39, eff. September 1, 2009.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 35, eff. September 1, 2011.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter C. Membership › Section 101.107. Withdrawal or Expulsion of Member Prohibited

Sec. 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. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter C. Membership › Section 101.108. Assignment of Membership Interest

Sec. 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 liability company:
(1)  is not an event requiring the winding up of the company;  and
(2)  does not entitle the assignee to:
(A)  participate in the management and affairs of the company;
(B)  become a member of the company;  or
(C)  exercise any rights of a member of the company.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter C. Membership › Section 101.109. Rights and Duties of Assignee of Membership Interest Before Membership

Sec. 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, deduction, credit, or a similar item that the assignor is entitled to receive to the extent the allocation of the item is assigned;
(2)  receive any distribution the assignor is entitled to receive to the extent the distribution is assigned;
(3)  require, for any proper purpose, reasonable information or a reasonable account of the transactions of the company;  and
(4)  make, for any proper purpose, reasonable inspections of the books and records of the company.
(b)  An assignee of a membership interest in a limited liability company is entitled to become a member of the company on the approval of all of the company's members.
(c)  An assignee of a membership interest in a limited liability company is not liable as a member of the company until the assignee becomes a member of the company.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter C. Membership › Section 101.110. Rights and Liabilities of Assignee of Membership Interest After Becoming Member

Sec. 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 assigned, to the same rights and powers granted or provided to a member of the company by the company agreement or this code;
(2)  subject to the same restrictions and liabilities placed or imposed on a member of the company by the company agreement or this code;  and
(3)  except as provided by Subsection (b), liable for the assignor's obligation to make contributions to the company.
(b)  An assignee of a membership interest in a limited liability company, after becoming a member of the company, is not obligated for a liability of the assignor that:
(1)  the assignee did not have knowledge of on the date the assignee became a member of the company;  and
(2)  could not be ascertained from the company agreement.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter C. Membership › Section 101.111. Rights and Duties of Assignor of Membership Interest

Sec. 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 any unassigned rights or powers of a member of the company until the assignee becomes a member of the company.
(b)  An assignor of a membership interest in a limited liability company is not released from the assignor's liability to the company, regardless of whether the assignee of the membership interest becomes a member of the company.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter C. Membership › Section 101.1115. Effect of Death or Divorce on Membership Interest

Sec. 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 any, is an assignee of the membership interest;
(2)  on the death of a member, the member's surviving spouse, if any, and an heir, devisee, personal representative, or other successor of the member, to the extent of their respective membership interest, are assignees of the membership interest; and
(3)  on the death of a member's spouse, an heir, devisee, personal representative, or other successor of the spouse, other than the member, to the extent of their respective membership interest, if any, is an assignee of the membership interest.
(b)  This chapter does not impair an agreement for the purchase or sale of a membership interest at any time, including on the death or divorce of an owner of the membership interest.
Added by Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 36, eff. September 1, 2011.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter C. Membership › Section 101.112. Member's Membership Interest Subject to Charging Order

Sec. 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 a limited liability company, a court having jurisdiction may charge the membership interest of the judgment debtor to satisfy the judgment.
(b)  If a court charges a membership interest with payment of a judgment as provided by Subsection (a), the judgment creditor has only the right to receive any distribution to which the judgment debtor would otherwise be entitled in respect of the membership interest.
(c)  A charging order constitutes a lien on the judgment debtor's membership interest.  The charging order lien may not be foreclosed on under this code or any other law.
(d)  The entry of a charging order is the exclusive remedy by which a judgment creditor of a member or of any other owner of a membership interest may satisfy a judgment out of the judgment debtor's membership interest.
(e)  This section may not be construed to deprive a member of a limited liability company or any other owner of a membership interest in a limited liability company of the benefit of any exemption laws applicable to the membership interest of the member or owner.
(f)  A creditor of a member or of any other owner of a membership interest does not have the right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the limited liability company.
(g)  This section applies to both single-member limited liability companies and multiple-member limited liability companies.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 98, eff. September 1, 2007.
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 40, eff. September 1, 2009.
Acts 2023, 88th Leg., R.S., Ch. 972 (S.B. 2314), Sec. 1, eff. September 1, 2023.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter C. Membership › Section 101.113. Parties to Actions

Sec. 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 the action is brought to enforce the member's right against or liability to the company.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter C. Membership › Section 101.114. Liability for Obligations

Sec. 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 of a limited liability company, including a debt, obligation, or liability under a judgment, decree, or order of a court.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter D. Contributions › Section 101.151. Requirements for Enforceable Promise

Sec. 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:
(1)  in writing;  and
(2)  signed by the person making the promise.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter D. Contributions › Section 101.152. Enforceable Promise Not Affected by Change in Circumstances

Sec. 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 to the company without regard to the death, disability, or other change in circumstances of the member.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter D. Contributions › Section 101.153. Failure to Perform Enforceable Promise; Consequences

Sec. 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 contribution, including a previously made contribution, or to otherwise pay cash or transfer property to the company, is obligated, at the request of the company, to pay in cash the agreed value of the contribution, as stated in the company agreement or the company's records required under Sections 3.151 and 101.501, less:
(1)  any amount already paid for the contribution;  and
(2)  the value of any property already transferred.
(b)  The company agreement of a limited liability company may provide that the membership interest of a member who fails to perform an enforceable promise to make a payment of cash or transfer property to the company, whether as a contribution or in connection with a contribution already made, may be:
(1)  reduced;
(2)  subordinated to other membership interests of nondefaulting members;
(3)  redeemed or sold at a value determined by appraisal or other formula;  or
(4)  made the subject of:
(A)  a forced sale;
(B)  forfeiture;
(C)  a loan from other members of the company in an amount necessary to satisfy the enforceable promise;  or
(D)  another penalty or consequence.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter D. Contributions › Section 101.154. Consent Required to Release Enforceable Obligation

Sec. 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 cash or transfer property to the company, or to return cash or property to the company paid or distributed to the member in violation of this code or the company agreement, may be released or settled only by consent of each member of the company.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter D. Contributions › Section 101.155. Creditor's Right to Enforce Certain Obligations

Sec. 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 company that is released or settled as provided by Section 101.154 may enforce the original obligation if the obligation is stated in a document that is:
(1)  signed by the member;  and
(2)  not amended or canceled to evidence the release or settlement of the obligation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter D. Contributions › Section 101.156. Requirements to Enforce Conditional Obligation

Sec. 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 creditor described by Section 101.155 only if the condition is satisfied or waived by or with respect to the member.
(b)  A conditional obligation of a member of a limited liability company under this section includes a contribution payable on a discretionary call of the limited liability company before the time the call occurs.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter E. Allocations and Distributions › Section 101.201. Allocation of Profits and Losses

Sec. 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 of the contributions made by each member, as stated in the company's records required under Section 101.501.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 73, eff. January 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter E. Allocations and Distributions › Section 101.202. Distribution in Kind

Sec. 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 of the form of the member's contribution to the company.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter E. Allocations and Distributions › Section 101.203. Sharing of Distributions

Sec. 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 of the member's contribution to the company as stated in the company's records required under Sections 3.151 and 101.501.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter E. Allocations and Distributions › Section 101.204. Interim Distributions

Sec. 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 from the company until the company's governing authority declares a distribution to:
(1)  each member of the company;  or
(2)  a class or group of members that includes the member.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter E. Allocations and Distributions › Section 101.205. Distribution on Withdrawal

Sec. 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 to receive, within a reasonable time after the date of withdrawal, the fair value of the member's interest in the company as determined as of the date of withdrawal.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter E. Allocations and Distributions › Section 101.207. Creditor Status With Respect to Distribution

Sec. 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, with respect to the distribution, has the same status as a creditor of the company and is entitled to any remedy available to a creditor of the company.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter E. Allocations and Distributions › Section 101.208. Record Date

Sec. 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 Leg., R.S., Ch. 84 (S.B. 1442), Sec. 42, eff. September 1, 2009.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter F. Management › Section 101.251. Governing Authority

Sec. 101.251.  GOVERNING AUTHORITY.  (a)  The governing authority of a limited liability company consists of:
(1)  the managers of the company, if the company agreement provides that the company is managed by one or more managers; or
(2)  the members of the company, if the company agreement provides that the company is managed by the members.
(b)  If the company agreement does not provide otherwise, 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 company has managers; or
(2)  the members of the company, if the company's certificate of formation does not state that the company has managers.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 28, eff. September 1, 2021.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter F. Management › Section 101.252. Management by Governing Authority

Sec. 101.252.  MANAGEMENT BY GOVERNING AUTHORITY.  The governing authority of a limited liability company shall direct the management of the business and affairs of the company and exercise or authorize the exercise of the powers of the company as provided by:
(1)  the company agreement; and
(2)  this title and the provisions of Title 1 applicable to a limited liability company to the extent that the company agreement does not provide for the management of the company.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 38, eff. September 1, 2023.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter F. Management › Section 101.253. Designation of Committees; Delegation of Authority

Sec. 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 or more governing persons of the company;  and
(2)  subject to any limitation imposed by the governing authority, a governing person to serve as an alternate member of a committee designated under Subdivision (1) at a committee meeting from which a member of the committee is absent or disqualified.
(b)  A committee of the governing authority of a limited liability company may exercise the authority of the governing authority as provided by the resolution designating the committee.
(c)  The designation of a committee under this section does not relieve the governing authority of any responsibility imposed by law.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter F. Management › Section 101.254. Designation of Agents; Binding Acts

Sec. 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 company vested with actual or apparent authority by the governing authority of the company is an agent of the company for purposes of carrying out the company's business.
(b)  An act committed by an agent of a limited liability company described by Subsection (a) for the purpose of apparently carrying out the ordinary course of business of the company, including the execution of an instrument, document, mortgage, or conveyance in the name of the company, binds the company unless:
(1)  the agent does not have actual authority to act for the company;  and
(2)  the person with whom the agent is dealing has knowledge of the agent's lack of actual authority.
(c)  An act committed by an agent of a limited liability company described by Subsection (a) that is not apparently for carrying out the ordinary course of business of the company binds the company only if the act is authorized in accordance with this title.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 37, eff. September 1, 2011.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter G. Managers › Section 101.301. Applicability of Subchapter

Sec. 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. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter G. Managers › Section 101.302. Number and Qualifications

Sec. 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 managers of a limited liability company consists of the number of initial managers listed in the company's certificate of formation.
(c)  The number of managers of a limited liability company may be increased or decreased by amendment to, or as provided by, the company agreement.
(d)  A manager of a limited liability company is not required to be a:
(1)  resident of this state;  or
(2)  member of the company.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2019, 86th Leg., R.S., Ch. 658 (S.B. 1859), Sec. 8, eff. September 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter G. Managers › Section 101.303. Term

Sec. 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 is elected;  or
(2)  until the earlier resignation, removal, or death of the manager.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter G. Managers › Section 101.304. Removal

Sec. 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 called for that purpose.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter G. Managers › Section 101.305. Manager Vacancy

Sec. 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 vote of the majority of the remaining managers of the company, without regard to whether the remaining managers constitute a quorum; or
(2)  the members at a meeting of the company's members called for that purpose.
(b)  A person elected to fill a vacancy in the position of a manager serves for the unexpired term, if any, of the person's predecessor.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 10, eff. September 1, 2017.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter G. Managers › Section 101.306. Removal and Replacement of Manager Elected by Class or Group

Sec. 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 one or more managers of the company, a manager may be removed from office only by the class or group that elected the manager.
(b)  A vacancy in the position of a manager elected as provided by Subsection (a) may be filled only by:
(1)  a majority vote of the managers serving on the date the vacancy occurs who were elected by the class or group of members;  or
(2)  a majority vote of the members of the class or group.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter G. Managers › Section 101.307. Methods of Classifying Managers

Sec. 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 not uniform, may be established in the company agreement.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter H. Meetings and Voting › Section 101.352. General Notice Requirements

Sec. 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, or a committee of the company's governing authority, shall be given in writing to each governing person, member, or committee member, as appropriate, and as provided by Section 6.051.
(b)  If the members of a limited liability company do not constitute the governing authority of the company, notice of a meeting of members required by Subsection (a) shall be given by or at the direction of the governing authority not later than the 10th day or earlier than the 60th day before the date of the meeting.  Notice of a meeting required under this subsection must state the business to be transacted at the meeting or the purpose of the meeting if:
(1)  the meeting is a special meeting; or
(2)  a purpose of the meeting is to consider a matter described by Section 101.356.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 99, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter H. Meetings and Voting › Section 101.353. Quorum

Sec. 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 business at a meeting of the governing authority, members, or committee of the company, as appropriate.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter H. Meetings and Voting › Section 101.354. Equal Voting Rights

Sec. 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 committee of the company, as appropriate.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter H. Meetings and Voting › Section 101.355. Act of Governing Authority, Members, or Committee

Sec. 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 limited liability company present at a meeting at which a quorum is present constitutes an act of the governing authority, members, or committee of the company, as appropriate.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter H. Meetings and Voting › Section 101.356. Votes Required to Approve Certain Actions

Sec. 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 the company's governing authority as provided by Section 101.355.
(b)  Except as provided by Subsection (c), (d), or (e) or any other section in this title, an action of a limited liability company not apparently for carrying out the ordinary course of business of the company must be approved by the affirmative vote of the majority of all of the company's governing persons.
(c)  Except as provided by Subsection (d) or (e) or any other section in this title, a fundamental business transaction of a limited liability company, or an action that would make it impossible for a limited liability company to carry out the ordinary business of the company, must be approved by the affirmative vote of the majority of all of the company's members.
(d)  Except as provided by Subsection (e) or any other section of this title, the company's members must approve by an affirmative vote of all the members:
(1)  an amendment to the certificate of formation of a limited liability company; or
(2)  a restated certificate of formation that contains an amendment to the certificate of formation of a limited liability company.
(e)  A requirement that an action of a limited liability company must be approved by the company's members does not apply during the period prescribed by Section 101.101(b).
(f)  Approval of a restated certificate of formation by a limited liability company's members is required only if the restated certificate contains an amendment.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 74, eff. January 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter H. Meetings and Voting › Section 101.357. Manner of Voting

Sec. 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)  A manager or committee member of a limited liability company may vote:
(1)  in person; or
(2)  if authorized by the company agreement, by a proxy executed in writing by the manager or committee member, as appropriate.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 39, eff. September 1, 2011.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter H. Meetings and Voting › Section 101.358. Action by Less Than Unanimous Written Consent

Sec. 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 members, or a committee of the governing authority of a limited liability company under this title, Title 1, or the governing documents of the company.
(b)  Notwithstanding Sections 6.201 and 6.202, an action may be taken without holding a meeting, providing prior or subsequent notice, or taking a vote if a written consent or consents stating the action to be taken is signed by the number of governing persons, members, or committee members of a limited liability company, as appropriate, necessary to have at least the minimum number of votes that would be necessary to take the action at a meeting at which each governing person, member, or committee member, as appropriate, entitled to vote on the action is present and votes.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 39, eff. September 1, 2023.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter H. Meetings and Voting › Section 101.359. Effective Action by Members or Managers With or Without Meeting

Sec. 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 manner permitted by this title, Title 1, or the governing documents of the company.  Unless otherwise provided by the governing documents, an action is effective if it is taken:
(1)  by an affirmative vote of those persons having at least the minimum number of votes that would be necessary to take the action at a meeting at which each member or manager, as appropriate, entitled to vote on the action is present and votes; or
(2)  with the 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.
Added by Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 75, eff. January 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter I. Modification of Duties; Indemnification › Section 101.401. Expansion or Restriction of Duties and Liabilities

Sec. 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, or other person has to the company or to a member or manager of the company.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter I. Modification of Duties; Indemnification › Section 101.402. Permissive Indemnification, Advancement of Expenses, and Insurance or Other Arrangements

Sec. 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 procure or establish and maintain insurance or another arrangement to indemnify or hold harmless a person.
(b)  In this section, "person" includes a member, manager, or officer of a limited liability company or an assignee of a membership interest in the company.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.