Tex. Bus. Orgs. Code § 101.616 · Subchapter M. SERIES LIMITED LIABILITY COMPANY
EVENT REQUIRING WINDING UP.
Text — Current through the 89th 2nd Called Legislative Session, 2025
Subject to Sections 101.617, 101.618, 101.619, and 101.620, the business and affairs of a protected series or registered series are required to be wound up:
(1) if the winding up of the limited liability company is required under Section 101.552(a) or Chapter 11; or
(2) on the earlier of:
(A) the time specified for winding up the protected series or registered series in the company agreement;
(B) the occurrence of an event specified with respect to the protected series or registered series in the company agreement;
(C) the occurrence of a majority vote of all of the members associated with the protected series or registered series approving the winding up of the protected series or registered series or, if there is more than one class or group of members associated with the protected series or registered series, a majority vote of the members of each class or group of members associated with the protected series or registered series approving the winding up of the protected series or registered series;
(D) if the protected series or registered series has no members, the occurrence of a majority vote of all of the managers associated with the protected series or registered series approving the winding up of the protected series or registered series or, if there is more than one class or group of managers associated with the protected series or registered series, a majority vote of the managers of each class or group of managers associated with the protected series or registered series approving the winding up of the protected series or registered series; or
(E) a determination by a court in accordance with Section 101.621.
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.
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 854ba12b0dc14e4667fca11cb47101628018bb92f82eb1ee80515e06d3ae9050
- 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 § 101.552APPROVAL OF VOLUNTARY WINDING UP, REVOCATION, CANCELLATION, OR REINSTATEMENT.Printed as Section 101.552(a)
- Tex. Bus. Orgs. Code § 101.617PROCEDURES FOR WINDING UP AND TERMINATION OF PROTECTED SERIES OR REGISTERED SERIES.Printed as Sections 101.617, 101.618, 101.619, and 101.620
- Tex. Bus. Orgs. Code § 101.618REVOCATION OF VOLUNTARY WINDING UP.Printed as Sections 101.617, 101.618, 101.619, and 101.620
- Tex. Bus. Orgs. Code § 101.619CANCELLATION OF EVENT REQUIRING WINDING UP.Printed as Sections 101.617, 101.618, 101.619, and 101.620
- Tex. Bus. Orgs. Code § 101.620CONTINUATION OF BUSINESS.Printed as Sections 101.617, 101.618, 101.619, and 101.620
- Tex. Bus. Orgs. Code § 101.621WINDING UP BY COURT ORDER.Printed as Section 101.621
Cited by 6 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 101.616. Each shows the citation as that text prints it.
Business Organizations Code
- Tex. Bus. Orgs. Code § 101.054WAIVER OR MODIFICATION OF CERTAIN STATUTORY PROVISIONS PROHIBITED; EXCEPTIONS.Printed as Sections 101.601(d), 101.610, 101.611, 101.613(a), 101.616(2)(A)
- Tex. Bus. Orgs. Code § 101.617PROCEDURES FOR WINDING UP AND TERMINATION OF PROTECTED SERIES OR REGISTERED SERIES.Printed as Section 101.616
- Tex. Bus. Orgs. Code § 101.618REVOCATION OF VOLUNTARY WINDING UP.Printed as Section 101.616(2)(C)
- Tex. Bus. Orgs. Code § 101.619CANCELLATION OF EVENT REQUIRING WINDING UP.Printed as Section 101.616(2)(A) | Section 101.616(2)(B)
- Tex. Bus. Orgs. Code § 101.629CONVERSION NOT WINDING UP EVENT.Printed as Section 11.051, 11.056, 101.552 or 101.616
- Tex. Bus. Orgs. Code § 101.635EFFECTS OF MERGER OF MERGING SERIES.Printed as Section 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.