Tex. Bus. Orgs. Code § 101.552 · Subchapter L. SUPPLEMENTAL WINDING UP AND TERMINATION PROVISIONS
APPROVAL OF VOLUNTARY WINDING UP, REVOCATION, CANCELLATION, OR REINSTATEMENT.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(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.
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. 102, eff. September 1, 2007.
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 9b97403f1ecd6724e27bdcfabbfa9beb3d4e3edcbd0db6f5d6eff343f8c2c1b1
- 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 ch. 11WINDING UP AND TERMINATION OF DOMESTIC ENTITYPrinted as Chapter 11
- Tex. Bus. Orgs. Code § 11.051EVENT REQUIRING WINDING UP OF DOMESTIC ENTITY.Printed as Section 11.051(1)
- Tex. Bus. Orgs. Code § 11.056SUPPLEMENTAL PROVISIONS FOR LIMITED LIABILITY COMPANY.Printed as Section 11.056
- Tex. Bus. Orgs. Code § 11.151REVOCATION OF VOLUNTARY WINDING UP.Printed as Section 11.151
- Tex. Bus. Orgs. Code § 11.152CONTINUATION OF BUSINESS WITHOUT WINDING UP.Printed as Section 11.152 | Section 11.152(a)
- Tex. Bus. Orgs. Code § 11.202PROCEDURES FOR REINSTATEMENT.Printed as Section 11.202
Cited by 3 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 101.552. Each shows the citation as that text prints it.
Business Organizations Code
- Tex. Bus. Orgs. Code § 11.056SUPPLEMENTAL PROVISIONS FOR LIMITED LIABILITY COMPANY.Printed as Sections 11.152(a) and 101.552(c)
- Tex. Bus. Orgs. Code § 101.616EVENT REQUIRING WINDING UP.Printed as Section 101.552(a)
- Tex. Bus. Orgs. Code § 101.629CONVERSION NOT WINDING UP EVENT.Printed as Section 11.051, 11.056, 101.552 or 101.616
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.