Tex. Bus. Orgs. Code § 101.054 · Subchapter B. FORMATION AND GOVERNING DOCUMENTS
WAIVER OR MODIFICATION OF CERTAIN STATUTORY PROVISIONS PROHIBITED; EXCEPTIONS.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) Except as provided by this section, the following provisions may not be waived or modified in the company agreement of a limited liability company:
(1) this section;
(2) Section 101.101, 101.151, 101.206, 101.501, or Subchapter M of Chapter 101, except that Sections 101.601(d), 101.610, 101.611, 101.613(a), 101.616(2)(A) through (D), 101.618, or 101.619(b) may be waived or modified in the company agreement;
(3) Chapter 1, if the provision is used to interpret a provision or define a word or phrase contained in a section listed in this subsection;
(4) Chapter 2, except that Section 2.104(c)(2), 2.104(c)(3), or 2.113 may be waived or modified in the company agreement;
(5) Chapter 3, except that Subchapters C and E may be waived or modified in the company agreement; or
(6) Chapter 4, 5, 10, 11, or 12.
(b) A provision listed in Subsection (a) may be waived or modified in the company agreement if the provision that is waived or modified authorizes the limited liability company to waive or modify the provision in the company's governing documents.
(c) A provision listed in Subsection (a) may be modified in the company agreement if the provision that is modified specifies:
(1) the person or group of persons entitled to approve a modification; or
(2) the vote or other method by which a modification is required to be approved.
(d) A provision in this title or in that part of Title 1 applicable to a limited liability company that grants a right to a person, other than a member, manager, officer, or assignee of a membership interest in a limited liability company, may be waived or modified in the company agreement of the company only if the person consents to the waiver or modification.
(e) The company agreement may not unreasonably restrict a member's or assignee's rights under Section 101.502.
Notes and commentary — not statutory text
History
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. 97, eff. September 1, 2007.
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 38, eff. September 1, 2009.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 34, eff. September 1, 2011.
Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 9, eff. September 1, 2017.
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 24, eff. June 1, 2022.
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 35, eff. September 1, 2023.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.101.htm
- Text hash
- sha256 d4ccca366c5f0f10b2dbb84791dd7ef46bd0b20d2a7e65d58068db9e08ee6c38
- Composed by
- compose_tx.py 2026-10-05: the Legislative Council's chapter files read in document order; verify_tx.py's independent reading (lxml DOM walk) agrees character for character
This section cites
Provisions in this library that the text above cites, as it prints each citation. A range cited as “ss. 61.13-61.16” links its first and last provisions.
Business Organizations Code
- Tex. Bus. Orgs. Code tit. 1GENERAL PROVISIONSPrinted as Title 1
- Tex. Bus. Orgs. Code ch. 1DEFINITIONS AND OTHER GENERAL PROVISIONSPrinted as Chapter 1
- Tex. Bus. Orgs. Code ch. 2PURPOSES AND POWER OF DOMESTIC ENTITYPrinted as Chapter 2
- Tex. Bus. Orgs. Code § 2.104POWER TO MAKE GUARANTIES.Printed as Section 2.104(c)(2), 2.104(c)(3), or 2.113
- Tex. Bus. Orgs. Code § 2.113LIMITATION ON POWERS.Printed as Section 2.104(c)(2), 2.104(c)(3), or 2.113
- Tex. Bus. Orgs. Code ch. 3FORMATION AND GOVERNANCEPrinted as Chapter 3
- Tex. Bus. Orgs. Code ch. 4FILINGSPrinted as Chapter 4
- Tex. Bus. Orgs. Code ch. 101LIMITED LIABILITY COMPANIESPrinted as Chapter 101
- Tex. Bus. Orgs. Code § 101.101MEMBERS REQUIRED.Printed as Section 101.101, 101.151, 101.206, 101.501
- Tex. Bus. Orgs. Code § 101.151REQUIREMENTS FOR ENFORCEABLE PROMISE.Printed as Section 101.101, 101.151, 101.206, 101.501
- Tex. Bus. Orgs. Code § 101.206PROHIBITED DISTRIBUTION; DUTY TO RETURN.Printed as Section 101.101, 101.151, 101.206, 101.501
- Tex. Bus. Orgs. Code § 101.501SUPPLEMENTAL RECORDS REQUIRED FOR LIMITED LIABILITY COMPANIES.Printed as Section 101.101, 101.151, 101.206, 101.501
- Tex. Bus. Orgs. Code § 101.502RIGHT TO EXAMINE RECORDS.Printed as Section 101.502
- Tex. Bus. Orgs. Code § 101.601SERIES OF MEMBERS, MANAGERS, MEMBERSHIP INTERESTS, OR ASSETS.Printed as Sections 101.601(d), 101.610, 101.611, 101.613(a), 101.616(2)(A)
- Tex. Bus. Orgs. Code § 101.610EFFECT OF CERTAIN EVENT ON MANAGER OR MEMBER.Printed as Sections 101.601(d), 101.610, 101.611, 101.613(a), 101.616(2)(A)
- Tex. Bus. Orgs. Code § 101.611MEMBER STATUS WITH RESPECT TO DISTRIBUTION.Printed as Sections 101.601(d), 101.610, 101.611, 101.613(a), 101.616(2)(A)
- Tex. Bus. Orgs. Code § 101.613DISTRIBUTIONS.Printed as Sections 101.601(d), 101.610, 101.611, 101.613(a), 101.616(2)(A)
- Tex. Bus. Orgs. Code § 101.616EVENT REQUIRING WINDING UP.Printed as Sections 101.601(d), 101.610, 101.611, 101.613(a), 101.616(2)(A)
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Business Organizations Code
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