(a) The termination of the continued membership of the last remaining member of a domestic limited liability company is an event requiring winding up under § 11.051(4) unless, not later than one year after the date of the termination or within the period of time provided by the company agreement:
(1) the legal representative or successor of the last remaining member agrees:
(A) to continue the company; and
(B) to become a member of the company effective as of the date of the termination or to designate another person who agrees to become a member of the company effective as of the date of the termination; or
(2) a member is admitted to the company in the manner provided by the company agreement, effective as of the occurrence of the termination, under a provision of the company agreement that specifically provides for the admission of a member to the company after there is no longer a remaining member of the company.
(b) The event requiring winding up specified in Subsection (a) may be canceled in accordance with Sections 11.152(a) and 101.552(c).

Terms Used In Texas Business Organizations Code 11.056

  • 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
  • Year: means 12 consecutive months. See Texas Government Code 311.005

(c) The company agreement may provide that the legal representative or successor of the last remaining member is obligated to agree to continue the company and to the admission of the legal representative or successor, or the representative’s or successor’s nominee or designee, as a member effective as of the occurrence of the event that terminates the continued membership of the last remaining member.

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