Texas Business Organizations Code 101.601 – Series of Members, Managers, Membership Interests, or Assets
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(a) A company agreement may establish or provide for the establishment of one or more designated series of members, managers, membership interests, or assets that:
(1) has separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations; or
(2) has a separate business purpose or investment objective.
(b) A series established in accordance with Subsection (a) or a protected series or registered series established in accordance with § 101.602 may carry on any business, purpose, or activity, whether or not for profit, that is not prohibited by § 2.003.
Terms Used In Texas Business Organizations Code 101.601
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Business: means a trade, occupation, profession, or other commercial activity. See Texas Business Organizations Code 1.002
- Contract: A legal written agreement that becomes binding when signed.
- 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 - Property: includes tangible and intangible property and an interest in that property. See Texas Business Organizations Code 1.002
- Protected series: means a series of a domestic limited liability company that is established as a protected series in accordance with § 101. See Texas Business Organizations Code 1.002
- Registered series: means a series of a domestic limited liability company that is formed as a registered series in accordance with § 101. See Texas Business Organizations Code 1.002
(c) Nothing in this subchapter shall be construed to limit the application of the principle of freedom of contract to a series that is not a protected series or a registered series. Except as otherwise provided by Sections 101.627 through 101.636, a series may not merge or convert.
(d) The provisions of the company agreement that govern a protected series or registered series may be amended by the approval of:
(1) each member associated with the protected series or registered series;
(2) the members of each other protected series and registered series if the amendment adversely affects those members; and
(3) the members of the limited liability company that are not associated with any protected series or registered series if the amendment adversely affects those members.