Tex. Bus. Orgs. Code § 101.617 · Subchapter M. SERIES LIMITED LIABILITY COMPANY
PROCEDURES FOR WINDING UP AND TERMINATION OF PROTECTED SERIES OR REGISTERED SERIES.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) The following provisions apply to a protected series or registered series and the associated members and managers of the protected series or registered series:
(1) Subchapters A, G, H, and I, Chapter 11; and
(2) Subchapter B, Chapter 11, other than Sections 11.051, 11.056, 11.057, 11.058, and 11.059.
(b) The following provisions apply to a registered series and the associated members and managers of the registered series:
(1) Subchapters E and F, Chapter 11; and
(2) Section 11.102.
(c) For purposes of the application of Chapter 11 to a protected series or registered series and as the context requires:
(1) a reference to "domestic entity," "filing entity," "domestic filing entity," or "entity" means the "protected series" or "registered series";
(2) a reference to an "owner" means a "member associated with the protected series" or "member associated with the registered series";
(3) a reference to the "governing authority" or a "governing person" means:
(A) the "governing authority associated with the protected series" or a "governing person associated with the protected series"; or
(B) the "governing authority associated with the registered series" or a "governing person associated with the registered series"; and
(4) a reference to "business," "property," "obligations," or "liabilities" means:
(A) the "business associated with the protected series," "property associated with the protected series," "obligations associated with the protected series," or "liabilities associated with the protected series"; or
(B) the "business associated with the registered series," "property associated with the registered series," "obligations associated with the registered series," or "liabilities associated with the registered series."
(d) After the occurrence of an event requiring winding up of a protected series or registered series under Section 101.616, unless a revocation as provided by Section 101.618 or a cancellation as provided by Section 101.619 occurs, the winding up of the protected series or registered series must be carried out by:
(1) the governing authority of the protected series or registered series or one or more persons, including a governing person, designated by:
(A) the governing authority of the protected series or registered series;
(B) the members associated with the protected series or registered series; or
(C) the company agreement; or
(2) a person appointed by the court to carry out the winding up of the protected series or registered series under Section 11.054, 11.405, 11.409, or 11.410.
(e) An action taken in accordance with this section does not affect the limitation on liability of members and managers provided by Section 101.606.
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 8896a76d6fe38d2a1c5b6711a17905fb331083c52b0d6f4a0797d10a2047cdbf
- 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 ch. 11, subch. BWINDING UP OF DOMESTIC ENTITYPrinted as Subchapter B, Chapter 11
- Tex. Bus. Orgs. Code § 11.051EVENT REQUIRING WINDING UP OF DOMESTIC ENTITY.Printed as Sections 11.051, 11.056, 11.057, 11.058, and 11.059
- Tex. Bus. Orgs. Code § 11.054COURT SUPERVISION OF WINDING UP PROCESS.Printed as Section 11.054, 11.405, 11.409, or 11.410
- Tex. Bus. Orgs. Code § 11.056SUPPLEMENTAL PROVISIONS FOR LIMITED LIABILITY COMPANY.Printed as Sections 11.051, 11.056, 11.057, 11.058, and 11.059
- Tex. Bus. Orgs. Code § 11.057SUPPLEMENTAL PROVISIONS FOR DOMESTIC GENERAL PARTNERSHIP.Printed as Sections 11.051, 11.056, 11.057, 11.058, and 11.059
- Tex. Bus. Orgs. Code § 11.058SUPPLEMENTAL PROVISION FOR LIMITED PARTNERSHIP.Printed as Sections 11.051, 11.056, 11.057, 11.058, and 11.059
- Tex. Bus. Orgs. Code § 11.059SUPPLEMENTAL PROVISIONS FOR CORPORATIONS.Printed as Sections 11.051, 11.056, 11.057, 11.058, and 11.059
- Tex. Bus. Orgs. Code § 11.102EFFECTIVENESS OF TERMINATION OF FILING ENTITY.Printed as Section 11.102
- Tex. Bus. Orgs. Code § 11.405APPOINTMENT OF RECEIVER TO LIQUIDATE DOMESTIC ENTITY; LIQUIDATION.Printed as Section 11.054, 11.405, 11.409, or 11.410
- Tex. Bus. Orgs. Code § 11.409ANCILLARY RECEIVERSHIPS OF FOREIGN ENTITIES.Printed as Section 11.054, 11.405, 11.409, or 11.410
- Tex. Bus. Orgs. Code § 11.410RECEIVERSHIP FOR ALL PROPERTY AND BUSINESS OF FOREIGN ENTITY.Printed as Section 11.054, 11.405, 11.409, or 11.410
- Tex. Bus. Orgs. Code § 101.606LIABILITY OF MEMBER OR MANAGER FOR OBLIGATIONS; DUTIES.Printed as Section 101.606
- Tex. Bus. Orgs. Code § 101.616EVENT REQUIRING WINDING UP.Printed as Section 101.616
- Tex. Bus. Orgs. Code § 101.618REVOCATION OF VOLUNTARY WINDING UP.Printed as Section 101.618
- Tex. Bus. Orgs. Code § 101.619CANCELLATION OF EVENT REQUIRING WINDING UP.Printed as Section 101.619
Cited by 6 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 101.617. Each shows the citation as that text prints it.
Business Organizations Code
- Tex. Bus. Orgs. Code § 101.611MEMBER STATUS WITH RESPECT TO DISTRIBUTION.Printed as Sections 101.613, 101.617, 101.618, 101.619, and 101.620
- Tex. Bus. Orgs. Code § 101.614AUTHORITY TO WIND UP AND TERMINATE PROTECTED SERIES OR REGISTERED SERIES.Printed as Sections 101.617, 101.618, 101.619, and 101.620
- Tex. Bus. Orgs. Code § 101.615TERMINATION OF PROTECTED SERIES OR REGISTERED SERIES.Printed as Sections 101.617, 101.618, 101.619, and 101.620
- Tex. Bus. Orgs. Code § 101.616EVENT REQUIRING WINDING UP.Printed as Sections 101.617, 101.618, 101.619, and 101.620
- Tex. Bus. Orgs. Code § 101.629CONVERSION NOT WINDING UP EVENT.Printed as Sections 11.053 and 101.617
- Tex. Bus. Orgs. Code § 101.635EFFECTS OF MERGER OF MERGING SERIES.Printed as Sections 11.053 and 101.617
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.