S.B. No. 323
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, affiliates, 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. This Act takes effect September 1, 2011.
______________________________ ______________________________
President of the Senate Speaker of the House
I hereby certify that S.B. No. 323 passed the Senate on
March 17, 2011, by the following vote: Yeas 31, Nays 0.
______________________________
Secretary of the Senate
I hereby certify that S.B. No. 323 passed the House on
April 20, 2011, by the following vote: Yeas 146, Nays 0, one
present not voting.
______________________________
Chief Clerk of the House
Approved:
______________________________
Date
______________________________
Governor