Tex. Business Organizations Code § 101.601
This is the official text of Tex. Business Organizations Code § 101.601, part of Texas’s Business Organizations Code — governs the formation and operation of corporations, LLCs, and partnerships.
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§ 101.601. SERIES OF MEMBERS, MANAGERS, MEMBERSHIP INTERESTS, OR ASSETS.
Official statutory text
(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 Section 101.602 may carry on any business, purpose, or activity, whether or not for profit, that is not prohibited by Section 2.003.
(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.
(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 Section 101.602 may carry on any business, purpose, or activity, whether or not for profit, that is not prohibited by Section 2.003.
(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.
Status: in_force · Read it on the official government site
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