Texas Business Organizations Code 101.251 – Governing Authority
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(a) The governing authority of a limited liability company consists of:
(1) the managers of the company, if the company agreement provides that the company is managed by one or more managers; or
(2) the members of the company, if the company agreement provides that the company is managed by the members.
(b) If the company agreement does not provide otherwise, the governing authority of a limited liability company consists of:
(1) the managers of the company, if the company’s certificate of formation states that the company has managers; or
(2) the members of the company, if the company’s certificate of formation does not state that the company has managers.
Terms Used In Texas Business Organizations Code 101.251
- Certificate of formation: means :
(A) the document required to be filed with the filing officer under Chapter 3 to form a filing entity; and
(B) if appropriate, a restated certificate of formation and all amendments of an original or restated certificate of formation. See Texas Business Organizations Code 1.002 - Governing authority: means a person or group of persons who are entitled to manage and direct the affairs of an entity under this code and the governing documents of the entity, except that if the governing documents of the entity or this code divide the authority to manage and direct the affairs of the entity among different persons or groups of persons according to different matters, "governing authority" means the person or group of persons entitled to manage and direct the affairs of the entity with respect to a matter under the governing documents of the entity or this code. See Texas Business Organizations Code 1.002
- Limited liability company: means an entity governed as a limited liability company under Title 3 or 7. See Texas Business Organizations Code 1.002