Tex. Bus. Orgs. Code § 101.356 · Subchapter H. MEETINGS AND VOTING
VOTES REQUIRED TO APPROVE CERTAIN ACTIONS.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(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.
Notes and commentary — not statutory text
History
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.
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 2263facef06951f45ff7ec2edd30cb0fecd348f6cdae2232a78a119c843a1d41
- 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.
Cited by 1 provision
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 101.356. Each shows the citation as that text prints it.
Business Organizations Code
Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.