Tex. Bus. Orgs. Code § 101.623 · Subchapter M. SERIES LIMITED LIABILITY COMPANY
FILING OF CERTIFICATE OF REGISTERED SERIES.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) To establish a registered series of a limited liability company in accordance with Section 101.602, a certificate of registered series for the registered series must be filed in accordance with this section.
(b) A certificate of registered series must state:
(1) the name of the limited liability company;
(2) the name of the registered series being formed, which must conform with the requirements of Section 5.0561; and
(3) if the registered series is formed under a plan of conversion or merger, a statement to that effect.
(c) A certificate of registered series may include any other provisions not inconsistent with law relating to the organization, ownership, governance, business, or affairs of the registered series.
(d) A certificate of registered series shall be executed by the limited liability company in accordance with Section 101.0515 and filed with the secretary of state in accordance with and take effect as a filing instrument as specified by Chapter 4.
(e) A certificate of registered series is not an amendment to the certificate of formation of the limited liability company.
(f) If a new registered series is established under a plan of conversion or plan of merger, the certificate of registered series of the registered series must be filed simultaneously with the certificate of conversion or certificate of merger under Section 101.627(b) or 101.634(e). The certificate of registered series is not required to be filed separately under Subsection (a). The formation and existence of a registered series that results from a conversion or merger takes effect and commences on the effectiveness of the conversion or merger.
Notes and commentary — not statutory text
History
Added by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.
Amended by:
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 43, 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 9707016dc46f01c26e00ea2669b80b247e5fac3ed082fae13167b9d7f00c93c1
- 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 § 5.0561NAME OF REGISTERED SERIES OF LIMITED LIABILITY COMPANY.Printed as Section 5.0561
- Tex. Bus. Orgs. Code § 101.0515EXECUTION OF FILINGS.Printed as Section 101.0515
- 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 Section 101.627(b) or 101.634(e)
- Tex. Bus. Orgs. Code § 101.634CERTIFICATE OF MERGER.Printed as Section 101.627(b) or 101.634(e)
Cited by 2 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 101.623. Each shows the citation as that text prints it.
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.