Texas Business Organizations Code 101.110 – Rights and Liabilities of Assignee of Membership Interest After Becoming Member
(a) An assignee of a membership interest in a limited liability company, after becoming a member of the company, is:
(1) entitled, to the extent assigned, to the same rights and powers granted or provided to a member of the company by the company agreement or this code;
(2) subject to the same restrictions and liabilities placed or imposed on a member of the company by the company agreement or this code; and
(3) except as provided by Subsection (b), liable for the assignor’s obligation to make contributions to the company.
(b) An assignee of a membership interest in a limited liability company, after becoming a member of the company, is not obligated for a liability of the assignor that:
(1) the assignee did not have knowledge of on the date the assignee became a member of the company; and
(2) could not be ascertained from the company agreement.
Terms Used In Texas Business Organizations Code 101.110
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Limited liability company: means an entity governed as a limited liability company under Title 3 or 7. See Texas Business Organizations Code 1.002
- Member: means :
(A) in the case of a limited liability company, a person who has become, and has not ceased to be, a member in the limited liability company as provided by its governing documents or this code;
(B) in the case of a nonprofit corporation, a person who has membership rights in the nonprofit corporation under its governing documents;
(C) in the case of a cooperative association, a member of a nonshare or share association;
(D) in the case of a nonprofit association, a person who has membership rights in the nonprofit association under its governing documents; or
(E) in the case of a professional association, a person who has membership rights in the professional association under its governing documents. See Texas Business Organizations Code 1.002 - Membership interest: means a member's interest in an entity. See Texas Business Organizations Code 1.002
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.