Tex. Bus. Orgs. Code § 101.452 · Subchapter J. DERIVATIVE PROCEEDINGS
STANDING TO BRING PROCEEDING.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(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.
Notes and commentary — not statutory text
History
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.
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 b559538a5e95dfaeec0556245cfceab4461f0ed10b7b50bc3d405869c1ec45ec
- 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
Cited by 1 provision
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 101.452. 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.