Tex. Bus. Orgs. Code § 101.601 · Subchapter M. SERIES LIMITED LIABILITY COMPANY
SERIES OF MEMBERS, MANAGERS, MEMBERSHIP INTERESTS, OR ASSETS.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) A company agreement may establish or provide for the establishment of one or more designated series of members, managers, membership interests, or assets that:
(1) has separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations; or
(2) has a separate business purpose or investment objective.
(b) A series established in accordance with Subsection (a) or a protected series or registered series established in accordance with Section 101.602 may carry on any business, purpose, or activity, whether or not for profit, that is not prohibited by Section 2.003.
(c) Nothing in this subchapter shall be construed to limit the application of the principle of freedom of contract to a series that is not a protected series or a registered series. Except as otherwise provided by Sections 101.627 through 101.636, a series may not merge or convert.
(d) The provisions of the company agreement that govern a protected series or registered series may be amended by the approval of:
(1) each member associated with the protected series or registered series;
(2) the members of each other protected series and registered series if the amendment adversely affects those members; and
(3) the members of the limited liability company that are not associated with any protected series or registered series if the amendment adversely affects those members.
Notes and commentary — not statutory text
History
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.
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 42, 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 6cdda037312507fa829b8da1bb78f6aaeb0a025350f4729f6718945eda52d11d
- 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 § 2.003GENERAL PROHIBITED PURPOSES.Printed as Section 2.003
- Tex. Bus. Orgs. Code § 101.602ENFORCEABILITY OF OBLIGATIONS AND EXPENSES OF PROTECTED SERIES OR REGISTERED SERIES AGAINST ASSETS.Printed as Section 101.602
- Tex. Bus. Orgs. Code § 101.627CONVERSION OF A REGISTERED SERIES TO A PROTECTED SERIES.Printed as Sections 101.627 through 101.636
- Tex. Bus. Orgs. Code § 101.636PROHIBITION ON MERGER PERMITTED.Printed as Sections 101.627 through 101.636
Cited by 1 provision
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 101.601. Each shows the citation as that text prints it.
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