2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter M. Series Limited Liability Company › Section 101.617. Procedures for Winding Up and Termination of Protected Series or Registered Series

Sec. 101.617.  PROCEDURES FOR WINDING UP AND TERMINATION OF PROTECTED SERIES OR REGISTERED SERIES.  (a)  The following provisions apply to a protected series or registered series and the associated members and managers of the protected series or registered series:
(1)  Subchapters A, G, H, and I, Chapter 11; and
(2)  Subchapter B, Chapter 11, other than Sections 11.051, 11.056, 11.057, 11.058, and 11.059.
(b)  The following provisions apply to a registered series and the associated members and managers of the registered series:
(1)  Subchapters E and F, Chapter 11; and
(2)  Section 11.102.
(c)  For purposes of the application of Chapter 11 to a protected series or registered series and as the context requires:
(1)  a reference to "domestic entity," "filing entity," "domestic filing entity," or "entity" means the "protected series" or "registered series";
(2)  a reference to an "owner" means a "member associated with the protected series" or "member associated with the registered series";
(3)  a reference to the "governing authority" or a "governing person" means:
(A)  the "governing authority associated with the protected series" or a "governing person associated with the protected series"; or
(B)  the "governing authority associated with the registered series" or a "governing person associated with the registered series"; and
(4)  a reference to "business," "property," "obligations," or "liabilities" means:
(A)  the "business associated with the protected series," "property associated with the protected series," "obligations associated with the protected series," or "liabilities associated with the protected series"; or
(B)  the "business associated with the registered series," "property associated with the registered series," "obligations associated with the registered series," or "liabilities associated with the registered series."
(d)  After the occurrence of an event requiring winding up of a protected series or registered series under Section 101.616, unless a revocation as provided by Section 101.618 or a cancellation as provided by Section 101.619 occurs, the winding up of the protected series or registered series must be carried out by:
(1)  the governing authority of the protected series or registered series or one or more persons, including a governing person, designated by:
(A)  the governing authority of the protected series or registered series;
(B)  the members associated with the protected series or registered series; or
(C)  the company agreement; or
(2)  a person appointed by the court to carry out the winding up of the protected series or registered series under Section 11.054, 11.405, 11.409, or 11.410.
(e)  An action taken in accordance with this section does not affect the limitation on liability of members and managers provided by Section 101.606.
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.