Texas Business Organizations Code 101.552 – Approval of Voluntary Winding Up, Revocation, Cancellation, or Reinstatement
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(a) A majority vote of all of the members of a limited liability company or, if the limited liability company has no members, a majority vote of all of the managers of the company is required to approve:
(1) a voluntary winding up of the company under Chapter 11;
(2) a revocation of a voluntary decision to wind up the company under § 11.151; or
(3) a reinstatement of a terminated company under § 11.202.
(b) The consent of all of the members of the limited liability company is required to approve a cancellation under § 11.152 of an event requiring winding up specified in § 11.051(1) or (3).
Terms Used In Texas Business Organizations Code 101.552
- Domestic: means , with respect to an entity, that the entity is formed under this code or the entity's internal affairs are governed by 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
- 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 - Person: means an individual or a corporation, partnership, limited liability company, business trust, trust, association, or other organization, estate, government or governmental subdivision or agency, or other legal entity, or a protected series or registered series of a domestic limited liability company or foreign entity. See Texas Business Organizations Code 1.002
(c) An event requiring winding up specified in § 11.056 may be canceled in accordance with § 11.152(a) if the legal representative or successor of the last remaining member of the domestic limited liability company agrees to:
(1) cancel the event requiring winding up and continue the company; and
(2) become a member of the company effective as of the date of termination of the membership of the last remaining member of the company, or designate another person who agrees to become a member of the company effective as of the date of the termination.