reglab/statecodes huggingface dataset:
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter J. Derivative Proceedings › Section 101.451. Definitions

Sec. 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 Section 101.462, in the right of a foreign limited liability company.
(2)  "Managing entity" means an entity that is either:
(A)  a manager of a limited liability company that is managed by managers; or
(B)  a member of a limited liability company that is managed by members who are entitled to manage the company.
(3)  "Member" includes a person who is a member or is an assignee of a membership interest or a person who beneficially owns a membership interest through a voting trust or a nominee on the person's behalf.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 13, eff. September 1, 2019.
Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 29, eff. September 1, 2021.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter J. Derivative Proceedings › Section 101.452. Standing to Bring Proceeding

Sec. 101.452.  STANDING TO BRING PROCEEDING.  (a)  Subject to Subsection (b), 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 time of the act or omission complained of; or
(B)  became a member by operation of law originating from a person that was a member at the time of the act or omission complained of; and
(2)  the member fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company.
(b)  If the converted entity in a conversion is a limited liability company, a member of that limited liability company may not institute or maintain a derivative proceeding based on an act or omission that occurred with respect to the converting entity before the date of the conversion unless:
(1)  the member was an equity owner of the converting entity at the time of the act or omission; and
(2)  the member fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 14, eff. September 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter J. Derivative Proceedings › Section 101.453. Demand

Sec. 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 company stating with particularity the act, omission, or other matter that is the subject of the claim or challenge and requesting that the limited liability company take suitable action.
(b)  The waiting period required by Subsection (a) before a derivative proceeding may be instituted is not required or, if applicable, shall terminate if:
(1)  the member has been notified that the demand has been rejected by the limited liability company;
(2)  the limited liability company is suffering irreparable injury; or
(3)  irreparable injury to the limited liability company would result by waiting for the expiration of the 90-day period.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 15, eff. September 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter J. Derivative Proceedings › Section 101.454. Determination by Governing or Independent Persons

Sec. 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 affirmative vote of the majority of:
(1)  the independent and disinterested governing persons of the limited liability company, whether one or more, even if the independent and disinterested governing persons are not a majority of the governing persons of the limited liability company;
(2)  a committee consisting of one or more independent and disinterested governing persons appointed by the majority of one or more independent and disinterested governing persons of the limited liability company, even if the appointing independent and disinterested governing persons are not a majority of the governing persons of the limited liability company; or
(3)  a panel of one or more independent and disinterested individuals appointed by the court on a motion by the limited liability company listing the names of the individuals to be appointed and stating that, to the best of the limited liability company's knowledge, the individuals to be appointed are disinterested and qualified to make the determinations contemplated by Section 101.458.
(b)  An entity to which this subsection applies is independent and disinterested under this section only if its decision with respect to the limited liability company's derivative proceeding is made by a majority of its governing persons who are independent and disinterested with respect to that derivative proceeding, even if those governing persons are not a majority of its governing persons.  This subsection applies to an entity that is:
(1)  a managing entity of the limited liability company; or
(2)  directly, or indirectly through one or more other entities, a governing person of that managing entity.
(c)  The court shall appoint a panel under Subsection (a)(3) if the court finds that the individuals recommended by the limited liability company are independent and disinterested and are otherwise qualified with respect to expertise, experience, independent judgment, and other factors considered appropriate by the court under the circumstances to make the determinations.  An individual appointed by the court to a panel under this section may not be held liable to the limited liability company or the limited liability company's members for an action taken or omission made by the individual in that capacity, except for acts or omissions constituting fraud or wilful misconduct.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 16, eff. September 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter J. Derivative Proceedings › Section 101.455. Stay of Proceeding

Sec. 101.455.  STAY OF PROCEEDING.  (a)  If the limited liability company that is the subject of a derivative proceeding commences an inquiry into the allegations made in a demand or petition and the person or group of persons described by Section 101.454 is conducting an active review of the allegations in good faith, the court shall stay a derivative proceeding for not more than 60 days until the review is completed and a determination is made by the person or group regarding what further action, if any, should be taken.
(b)  To obtain a stay, the limited liability company must provide the court with a written statement agreeing to advise the court and the member making the demand of the determination promptly on the completion of the review of the matter.
(c)  A stay, on motion, may be reviewed every 60 days for continuation of the stay if the limited liability company provides the court and the member with a written statement of the status of the review and the reasons why an extension for a period not to exceed 60 additional days is appropriate.  An extension shall be granted for a period not to exceed 60 days if the court determines that the continuation is appropriate in the interests of the limited liability company.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 17, eff. September 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter J. Derivative Proceedings › Section 101.456. Discovery

Sec. 101.456.  DISCOVERY.  (a)  If a limited liability company proposes to dismiss a derivative proceeding under Section 101.458, discovery by a member after the filing of the derivative proceeding in accordance with this subchapter shall be limited to:
(1)  facts relating to whether the person or persons described by Section 101.454 are independent and disinterested;
(2)  the good faith of the inquiry and review by the person or group; and
(3)  the reasonableness of the procedures followed by the person or group in conducting the review.
(b)  Discovery described by Subsection (a) may not be expanded to include a fact or substantive matter regarding the act, omission, or other matter that is the subject matter of the derivative proceeding but the scope of discovery shall not be so limited if the court determines after notice and hearing that a good faith review of the allegations has not been made by an independent and disinterested person or group in accordance with Sections 101.454 and 101.458.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 18, eff. September 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter J. Derivative Proceedings › Section 101.457. Tolling of Statute of Limitations

Sec. 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 until the later of:
(1)  the 31st day after the expiration of any waiting period under Section 101.453; or
(2)  the 31st day after the expiration of any stay granted under Section 101.455, including all continuations of the stay.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 19, eff. September 1, 2019.
Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 30, eff. September 1, 2021.
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 40, eff. September 1, 2023.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter J. Derivative Proceedings › Section 101.458. Dismissal of Derivative Proceeding

Sec. 101.458.  DISMISSAL OF DERIVATIVE PROCEEDING.  (a)  A court, sitting in equity as the finder of fact, shall dismiss a derivative proceeding on a motion by the limited liability company if the person or group of persons described by Section 101.454 determines in good faith, after conducting a reasonable inquiry and based on factors the person or group considers appropriate under the circumstances, that continuation of the derivative proceeding is not in the best interests of the limited liability company.
(b)  In determining whether the requirements of Subsection (a) have been met, the burden of proof shall be on:
(1)  the plaintiff member if:
(A)  the applicable person or persons making the determination under Section 101.454(a)(1) or (2) are independent and disinterested at the time the determination is made;
(B)  the determination is made by a panel of one or more independent and disinterested persons appointed under Section 101.454(a)(3); or
(C)  the limited liability company presents prima facie evidence that demonstrates that the applicable person or persons making the determination under Section 101.454(a) are independent and disinterested; or
(2)  the limited liability company in any other circumstance.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 20, eff. September 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter J. Derivative Proceedings › Section 101.459. Allegations After Demand Rejected

Sec. 101.459.  ALLEGATIONS AFTER 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 made in accordance with the requirements and standards under Sections 101.454 and 101.458.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 21, eff. September 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter J. Derivative Proceedings › Section 101.460. Discontinuance or Settlement

Sec. 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 members if the court determines that a proposed discontinuance or settlement may substantially affect the interests of other members.
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 J. Derivative Proceedings › Section 101.461. Payment of Expenses

Sec. 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 in pursuing an investigation of the matter that was the subject of the derivative proceeding; or
(3)  expenses for which the limited liability company may be required to indemnify another person.
(b)  On termination of a derivative proceeding, the court may order:
(1)  the limited liability company to pay expenses the plaintiff incurred in the proceeding if the court finds the proceeding has resulted in a substantial benefit to the limited liability company;
(2)  the plaintiff to pay expenses the limited liability company or other defendant incurred in investigating and defending the proceeding if the court finds the proceeding has been instituted or maintained without reasonable cause or for an improper purpose; or
(3)  a party to pay expenses incurred by another party relating to the filing of a pleading, motion, or other paper if the court finds the pleading, motion, or other paper:
(A)  was not well grounded in fact after reasonable inquiry;
(B)  was not warranted by existing law or a good faith argument for the application, extension, modification, or reversal of existing law; or
(C)  was interposed for an improper purpose, such as to harass, cause unnecessary delay, or cause a needless increase in the cost of litigation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 22, eff. September 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter J. Derivative Proceedings › Section 101.462. Application to Foreign Limited Liability Companies

Sec. 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 laws of the jurisdiction of formation of the foreign limited liability company, except for Sections 101.455, 101.460, and 101.461, which are procedural provisions and do not relate to the internal affairs of the foreign limited liability company, unless applying the laws of the jurisdiction of formation of the foreign limited liability company requires otherwise with respect to Section 101.455.
(b)  In the case of matters relating to a foreign limited liability company under Section 101.455, a reference to a person or group of persons described by Section 101.454 refers to a person or group entitled under the laws of the jurisdiction of formation of the foreign limited liability company to make the determination described by Section 101.454(a).  The standard of review of a determination made by the person or group shall be governed by the laws of the jurisdiction of formation of the foreign limited liability company.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 23, eff. September 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter J. Derivative Proceedings › Section 101.463. Closely Held Limited Liability Company

Sec. 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 interests listed on a national securities exchange or regularly quoted in an over-the-counter market by one or more members of a national securities association.
(b)  Sections 101.452-101.460 do not apply to a claim or a derivative proceeding by a member of a closely held limited liability company against a governing person, member, or officer of the limited liability company.  In the event the claim or derivative proceeding is also made against a person who is not that governing person, member, or officer, this subsection applies only to the claim or derivative proceeding against the governing person, member, or officer.
(c)  If Sections 101.452-101.460 do not apply because of Subsection (b) and if justice requires:
(1)  a derivative proceeding brought by a member of a closely held limited liability company may be treated by a court as a direct action brought by the member for the member's own benefit; and
(2)  a recovery in a direct or derivative proceeding by a member may be paid directly to the plaintiff or to the limited liability company if necessary to protect the interests of creditors or other members of the limited liability company.
(d)  Other provisions of state law govern whether a member has a direct cause of action or right to sue a governing person, member, or officer, and this section may not be construed to create that direct cause of action or right to sue.
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. 100, eff. September 1, 2007.
Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 24, eff. September 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter K. Supplemental Recordkeeping Requirements › Section 101.502. Right to Examine Records

Sec. 101.502.  RIGHT TO EXAMINE RECORDS.  (a)  A member of a limited liability company or an assignee of a membership interest in a limited liability company, on written demand stating a proper purpose, is entitled to examine and copy at a reasonable time at the limited liability company's principal office identified under Section 101.501(c) or another location approved by the limited liability company and the member or assignee, any records of the limited liability company, whether in written or other tangible form, which are reasonably related to and appropriate to examine and copy for that proper purpose.
(b)  The examination and copying under Subsection (a) may be conducted by the member or assignee or through an agent, accountant, or attorney.  An agent, accountant, or attorney who conducts an examination and copying under this section is subject to any obligations of the member or assignee with respect to the records made available for examination and copying.
(c)  On written request of a member or an assignee of a membership interest, the limited liability company shall provide to the requesting member or assignee without charge copies of:
(1)  the company's certificate of formation, including any amendments to or restatements of the certificate of formation;
(2)  if in writing, the company agreement, including any amendments to or restatements of the company agreement; and
(3)  any tax returns described by Section 101.501(a)(2).
(d)  A demand or request made by a member or assignee under Subsection (a) or (c) must be made to:
(1)  the person who is designated to receive the demand or request in the company agreement at the address designated in the company agreement; or
(2)  if there is no designation, a manager or managing member at the limited liability company's principal office in the United States.
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. 41, eff. September 1, 2023.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter K. Supplemental Recordkeeping Requirements › Section 101.503. Penalty for Refusal to Permit Examination of Certain Records

Sec. 101.503.  PENALTY FOR REFUSAL TO PERMIT EXAMINATION OF CERTAIN RECORDS.  (a)  A limited liability company that refuses to allow a member or an assignee of a membership interest to examine and copy, on written request that complies with Section 101.502(a), records or other information described by that section is liable to the member or assignee for any cost or expense, including attorney's fees, incurred in enforcing the member's or assignee's rights under Section 101.502.  The liability imposed on a limited liability company under this subsection is in addition to any other damages or remedy afforded to the member or assignee by law.
(b)  It is a defense to an action brought under this section that the person suing:
(1)  has improperly used information obtained through a prior examination of the records or other information of the limited liability company or any other limited liability company, under Section 101.502; or
(2)  was not acting in good faith or for a proper purpose in making the person's request for examination.
Added by Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 11, eff. September 1, 2017.
Amended by:
Acts 2019, 86th Leg., R.S., Ch. 658 (S.B. 1859), Sec. 10, eff. September 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter L. Supplemental Winding Up and Termination Provisions › Section 101.551. Persons Eligible to Wind Up Company

Sec. 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 by Section 11.152 occurs, the winding up of the company must be carried out by:
(1)  the company's governing authority or one or more persons, including a governing person, designated by the governing authority, the members, or the governing documents;
(2)  if the event requiring the winding up of the company is the termination of the continued membership of the last remaining member of the company, the legal representative or successor of the last remaining member or one or more persons designated by the legal representative or successor;  or
(3)  a person appointed by the court to carry out the winding up of the company under Section 11.054, 11.405, 11.409, or 11.410.
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 L. Supplemental Winding Up and Termination Provisions › Section 101.552. Approval of Voluntary Winding Up, Revocation, Cancellation, or Reinstatement

Sec. 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 vote of all of the managers of the company is required to approve:
(1)  a voluntary winding up of the company under Chapter 11;
(2)  a revocation of a voluntary decision to wind up the company under Section 11.151; or
(3)   a reinstatement of a terminated company under Section 11.202.
(b)  The consent of all of the members of the limited liability company is required to approve a cancellation under Section 11.152 of an event requiring winding up specified in Section 11.051(1) or (3).
(c)  An event requiring winding up specified in Section 11.056 may be canceled in accordance with Section 11.152(a) if the legal representative or successor of the last remaining member of the domestic limited liability company agrees to:
(1)  cancel the event requiring winding up and continue the company; and
(2)  become a member of the company effective as of the date of termination of the membership of the last remaining member of the company, or designate another person who agrees to become a member of the company effective as of the date of the termination.
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. 102, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter M. Series Limited Liability Company › Section 101.601. Series of Members, Managers, Membership Interests, or Assets

Sec. 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:
(1)  has separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations; or
(2)  has a separate business purpose or investment objective.
(b)  A series established in accordance with Subsection (a) or a protected series or registered series established in accordance with Section 101.602 may carry on any business, purpose, or activity, whether or not for profit, that is not prohibited by Section 2.003.
(c)  Nothing in this subchapter shall be construed to limit the application of the principle of freedom of contract to a series that is not a protected series or a registered series.  Except as otherwise provided by Sections 101.627 through 101.636, a series may not merge or convert.
(d)  The provisions of the company agreement that govern a protected series or registered series may be amended by the approval of:
(1)  each member associated with the protected series or registered series;
(2)  the members of each other protected series and registered series if the amendment adversely affects those members; and
(3)  the members of the limited liability company that are not associated with any protected series or registered series if the amendment adversely affects those members.
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.
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 42, eff. September 1, 2023.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter M. Series Limited Liability Company › Section 101.603. Assets of Protected Series or Registered Series

Sec. 101.603.  ASSETS OF PROTECTED SERIES OR REGISTERED SERIES.  (a)  Assets associated with a protected series or registered series may be held directly or indirectly, including being held in the name of the protected series or registered series, in the name of the limited liability company, through a nominee, or otherwise.
(b)  To the extent the records of a protected series or registered series are maintained in a manner so that the assets of the protected series or registered series can be reasonably identified by specific listing, category, type, quantity, or computational or allocational formula or procedure, including a percentage or share of any assets, or by any other method in which the identity of the assets can be objectively determined, the records are considered to satisfy the requirements of Section 101.602(b)(1).
(c)  In this subchapter, a reference to:
(1)  "assets of a protected series" or "assets of a registered series" includes assets associated with that series;
(2)  "assets associated with a protected series" or "assets associated with a registered series" includes assets of that series;
(3)  "members or managers of a protected series" or "members or managers of a registered series" includes members or managers associated with that series; and
(4)  "members or managers associated with a protected series" or "members or managers associated with a registered series" includes members or managers of that series.
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.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter M. Series Limited Liability Company › Section 101.604. Notice of Limitation on Liabilities of Protected Series or Registered Series

Sec. 101.604.  NOTICE OF LIMITATION ON LIABILITIES OF PROTECTED SERIES OR REGISTERED SERIES.  (a) Notice of the limitation on liabilities of a protected series or registered series required by Section 101.602 that is contained in a certificate of formation filed with the secretary of state satisfies the requirements of Section 101.602(b)(3), regardless of whether:
(1)  the limited liability company has established any protected series or registered series under this subchapter when the notice is contained in the certificate of formation;
(2)  the notice makes a reference to a specific protected series or registered series of the limited liability company; and
(3)  the notice:
(A)  uses the term "protected" or "registered" when referencing the series; or
(B)  includes a reference to Section 101.602.
(b)  The fact that the certificate of formation filed with the secretary of state contains the notice of the limitation on liabilities of a protected series or registered series required by Section 101.602 is notice of that limitation on liabilities of a protected series or registered series.
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.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter M. Series Limited Liability Company › Section 101.605. General Powers of Protected Series or Registered Series

Sec. 101.605.  GENERAL POWERS OF PROTECTED SERIES OR REGISTERED SERIES.  A protected series or registered series established under this subchapter has the power and capacity, in the name of the protected series or registered series, to:
(1)  sue and be sued;
(2)  contract;
(3)  acquire, sell, and hold title to assets of the protected series or registered series, including real property, personal property, and intangible property;
(4)  grant liens and security interests in assets of the protected series or registered series;
(5)  be a promoter, organizer, partner, owner, member, associate, or manager of an organization; and
(6)  exercise any power or privilege as necessary or appropriate to the conduct, promotion, or attainment of the business, purposes, or activities of the protected series or registered series.
Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Amended by:
Acts 2013, 83rd Leg., R.S., Ch. 9 (S.B. 847), Sec. 6, eff. September 1, 2013.
Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 13, eff. September 1, 2017.
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter M. Series Limited Liability Company › Section 101.606. Liability of Member or Manager for Obligations; Duties

Sec. 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 protected series or registered series or a member or manager of the company is not liable for a debt, obligation, or liability of a protected series or registered series, including a debt, obligation, or liability under a judgment, decree, or court order.
(b)  Notwithstanding Subsection (a), a member or manager associated with a protected series or registered series or a member or manager of the company may agree to be obligated personally for any or all of the debts, obligations, and liabilities of one or more protected series or registered series under the company agreement or another agreement.
(c)  The company agreement may expand or restrict any duties, including fiduciary duties, and related liabilities that a member, manager, officer, or other person associated with a protected series or registered series has to:
(1)  the protected series or registered series or the company;
(2)  a member or manager associated with the protected series or registered series; or
(3)  a member or manager of the company.
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.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter M. Series Limited Liability Company › Section 101.607. Class or Group of Members or Managers

Sec. 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 protected series or registered series each of which has certain express relative rights, powers, and duties, including voting rights; and
(2)  provide for the manner of establishing additional classes or groups of one or more members or managers associated with the protected series or registered series each of which has certain express rights, powers, and duties, including providing for voting rights and rights, powers, and duties senior to existing classes and groups of members or managers associated with the protected series or registered series.
(b)  The company agreement may provide for the taking of an action without the vote or approval of any member or manager or class or group of members or managers, including the amendment of the company agreement or an action to create under the provisions of the company agreement a class or group of the protected series or registered series of membership interests that was not previously outstanding.
(c)  The company agreement may provide that:
(1)  all or certain identified members or managers or a specified class or group of the members or managers associated with a protected series or registered series have the right to vote on any matter separately or with all or any class or group of the members or managers associated with the protected series or registered series;
(2)  any member or class or group of members associated with a protected series or registered series has no voting rights; and
(3)  voting by members or managers associated with a protected series or registered series is on a per capita, number, financial interest, class, group, or any other basis.
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.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter M. Series Limited Liability Company › Section 101.608. Governing Authority

Sec. 101.608.  GOVERNING AUTHORITY.  (a)  Notwithstanding any conflicting provision of the certificate of formation of a limited liability company or the certificate of registered series, the governing authority of a protected series or registered series consists of the managers or members associated with the protected series or registered series as provided in the company agreement.
(b)  If the company agreement does not provide for the governing authority of the protected series or registered series, the governing authority of the protected series or registered series consists of:
(1)  the managers associated with the protected series or registered series, if the company's certificate of formation states that the company has one or more managers; or
(2)  the members associated with the protected series or registered series, if the company's certificate of formation does not provide that the company has managers.
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.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter M. Series Limited Liability Company › Section 101.609. Applicability of Other Provisions of Chapter or Title 1; Synonymous Terms

Sec. 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 protected series or registered series and its associated members and managers.
(b)  For purposes of the application of any other provision of this chapter to a provision of this subchapter, and as the context requires:
(1)  a reference to "limited liability company" or "company" means the "protected series" or "registered series";
(2)  a reference to "member" means "member associated with the protected series" or "member associated with the registered series"; and
(3)  a reference to "manager" means "manager associated with the protected series" or "manager associated with the registered series."
(c)  To the extent not inconsistent with this subchapter, a protected series or registered series and the governing persons and officers associated with the protected series or registered series have the powers and rights provided by Subchapters C and D, Chapter 3, and Subchapter F, Chapter 10.  For purposes of those provisions, and as the context requires:
(1)  a reference to "entity," "domestic entity," or "filing entity" includes the "protected series" or "registered series";
(2)  a reference to "governing person" includes  "governing person associated with the protected series" or "governing person associated with the registered series";
(3)  a reference to "governing authority" includes  "governing authority associated with the protected series" or "governing authority associated with the registered series"; and
(4)  a reference to "officer" includes "officer associated with the protected series" or "officer associated with the registered series."
Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Amended by:
Acts 2013, 83rd Leg., R.S., Ch. 9 (S.B. 847), Sec. 8, eff. September 1, 2013.
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter M. Series Limited Liability Company › Section 101.610. Effect of Certain Event on Manager or Member

Sec. 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 protected series or registered series does not, in and of itself, cause the manager to cease to be a manager of the limited liability company or with respect to any other protected series or registered series of the company.
(b)  An event that under this chapter or the company agreement causes a member to cease to be associated with a protected series or registered series does not, in and of itself, cause the member to cease to be associated with any other protected series or registered series or terminate the continued membership of a member in the limited liability company or require the winding up of the protected series or registered series, regardless of whether the member was the last remaining member associated with the protected series or registered series.
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.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter M. Series Limited Liability Company › Section 101.611. Member Status With Respect to Distribution

Sec. 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 protected series or registered series established under this subchapter is entitled to receive a distribution with respect to the protected series or registered series, the member, with respect to the distribution, has the same status as a creditor of the protected series or registered series and is entitled to any remedy available to a creditor of the protected series or registered series.
(b)  Section 101.206 does not apply to a distribution with respect to the protected series or registered series.
Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Amended by:
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 40, eff. September 1, 2011.
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter M. Series Limited Liability Company › Section 101.612. Record Date for Allocations and Distributions

Sec. 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 protected series or registered series.
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.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter M. Series Limited Liability Company › Section 101.614. Authority to Wind Up and Terminate Protected Series or Registered Series

Sec. 101.614.  AUTHORITY TO WIND UP AND TERMINATE PROTECTED SERIES OR REGISTERED 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 protected series or registered series and its business and affairs may be wound up and terminated without causing the winding up of the limited liability company.
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.
2023 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

Sec. 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.
2023 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

Sec. 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.