By: Fraser S.B. No. 1773
(In the Senate - Filed March 11, 2009; March 20, 2009, read
first time and referred to Committee on Business and Commerce;
April 1, 2009, reported favorably by the following vote: Yeas 8,
Nays 0; April 1, 2009, sent to printer.)
A BILL TO BE ENTITLED
AN ACT
relating to the applicability of certain laws governing
corporations to limited liability companies.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
SECTION 1. Subchapter A, Chapter 101, Business
Organizations Code, is amended by adding Section 101.002 to read as
follows:
Sec. 101.002. APPLICABILITY OF OTHER LAWS. (a) Subject to
Section 101.114, Sections 21.223, 21.224, 21.225, and 21.226 apply
to a limited liability company and the company's members, owners,
assignees, and subscribers.
(b) For purposes of the application of Subsection (a):
(1) a reference to "shares" includes "membership
interests";
(2) a reference to "holder," "owner," or "shareholder"
includes a "member" and an "assignee";
(3) a reference to "corporation" or "corporate"
includes a "limited liability company";
(4) a reference to "directors" includes "managers" of
a manager-managed limited liability company and "members" of a
member-managed limited liability company;
(5) a reference to "bylaws" includes "company
agreement"; and
(6) the reference to "Sections 21.157-21.162" in
Section 21.223(a)(1) refers to the provisions of Subchapter D of
this chapter.
SECTION 2. Section A, Article 8.12, Texas Limited Liability
Company Act (Article 1528n, Vernon's Texas Civil Statutes), is
amended to read as follows:
A. Subject to Section C of this Article, Articles 2.07,
2.08, 2.21, 4.14, and 5.14 and Part Seven of the TBCA apply to a
limited liability company and its members, managers, and officers.
SECTION 3. This Act takes effect September 1, 2009.
* * * * *