| 1 | 1 | | By: Fraser S.B. No. 1773 |
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| 2 | 2 | | |
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| 3 | 3 | | |
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| 4 | 4 | | A BILL TO BE ENTITLED |
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| 5 | 5 | | AN ACT |
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| 6 | 6 | | relating to the applicability of certain laws governing |
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| 7 | 7 | | corporations to limited liability companies. |
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| 8 | 8 | | BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
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| 9 | 9 | | SECTION 1. Subchapter A, Chapter 101, Business |
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| 10 | 10 | | Organizations Code, is amended by adding Section 101.002 to read as |
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| 11 | 11 | | follows: |
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| 12 | 12 | | Sec. 101.002. APPLICABILITY OF OTHER LAWS. (a) Subject to |
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| 13 | 13 | | Section 101.114, Sections 21.223, 21.224, 21.225, and 21.226 apply |
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| 14 | 14 | | to a limited liability company and the company's members, owners, |
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| 15 | 15 | | assignees, and subscribers. |
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| 16 | 16 | | (b) For purposes of the application of Subsection (a): |
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| 17 | 17 | | (1) a reference to "shares" includes "membership |
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| 18 | 18 | | interests"; |
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| 19 | 19 | | (2) a reference to "holder," "owner," or "shareholder" |
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| 20 | 20 | | includes a "member" and an "assignee"; |
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| 21 | 21 | | (3) a reference to "corporation" or "corporate" |
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| 22 | 22 | | includes a "limited liability company"; |
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| 23 | 23 | | (4) a reference to "directors" includes "managers" of |
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| 24 | 24 | | a manager-managed limited liability company and "members" of a |
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| 25 | 25 | | member-managed limited liability company; |
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| 26 | 26 | | (5) a reference to "bylaws" includes "company |
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| 27 | 27 | | agreement"; and |
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| 28 | 28 | | (6) the reference to "Sections 21.157-21.162" in |
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| 29 | 29 | | Section 21.223(a)(1) refers to the provisions of Subchapter D of |
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| 30 | 30 | | this chapter. |
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| 31 | 31 | | SECTION 2. Section A, Article 8.12, Texas Limited Liability |
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| 32 | 32 | | Company Act (Article 1528n, Vernon's Texas Civil Statutes), is |
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| 33 | 33 | | amended to read as follows: |
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| 34 | 34 | | A. Subject to Section C of this Article, Articles 2.07, |
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| 35 | 35 | | 2.08, 2.21, 4.14, and 5.14 and Part Seven of the TBCA apply to a |
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| 36 | 36 | | limited liability company and its members, managers, and officers. |
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| 37 | 37 | | SECTION 3. This Act takes effect September 1, 2009. |
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