Texas 2021 - 87th Regular

Texas House Bill HB3506 Compare Versions

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1	1	87R7093 JES-F
2	2	By: Turner of Tarrant H.B. No. 3506
3	3
4	4
5	5	A BILL TO BE ENTITLED
6	6	AN ACT
7	7	relating to registered and protected series of domestic limited
8	8	liability companies; authorizing fees.
9	9	BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
10	10	SECTION 1. Subchapter M, Chapter 101, Business
11	11	Organizations Code, is amended to read as follows:
12	12	SUBCHAPTER M. SERIES LIMITED LIABILITY COMPANY
13	13	Sec. 101.601. SERIES OF MEMBERS, MANAGERS, MEMBERSHIP
14	14	INTERESTS, OR ASSETS. (a) A company agreement may establish or
15	15	provide for the establishment of one or more designated series of
16	16	members, managers, membership interests, or assets that:
17	17	(1) has separate rights, powers, or duties with
18	18	respect to specified property or obligations of the limited
19	19	liability company or profits and losses associated with specified
20	20	property or obligations; or
21	21	(2) has a separate business purpose or investment
22	22	objective.
23	23	(b) A series established in accordance with Subsection (a)
24	24	or a protected series or registered series established in
25	25	accordance with Section 101.602 may carry on any business, purpose,
26	26	or activity, whether or not for profit, that is not prohibited by
27	27	Section 2.003.
28	28	(c) Nothing in this subchapter shall be construed to limit
29	29	the freedom to contract to a series that is not a protected series
30	30	or a registered series. Except as otherwise provided by
31	31	Sections 101.627 through 101.636, a series may not merge or
32	32	convert.
33	33	(d) The provisions of the company agreement that govern a
34	34	protected series or registered series may be amended by the
35	35	approval of:
36	36	(1) each member associated with the protected series
37	37	or registered series;
38	38	(2) the members of each other protected series and
39	39	registered series if the amendment adversely affects those members;
40	40	and
41	41	(3) the members of the limited liability company that
42	42	are not associated with any protected series or registered series
43	43	if the amendment adversely affects those members.
44	44	Sec. 101.602. ENFORCEABILITY OF OBLIGATIONS AND EXPENSES OF
45	45	PROTECTED SERIES OR REGISTERED SERIES AGAINST ASSETS. (a)
46	46	Notwithstanding any other provision of this chapter or any other
47	47	law, but subject to Subsection (b) and any other provision of this
48	48	subchapter:
49	49	(1) the debts, liabilities, obligations, and expenses
50	50	incurred, contracted for, or otherwise existing with respect to a
51	51	particular protected series or registered series shall be
52	52	enforceable against the assets of that series only, and shall not be
53	53	enforceable against the assets of the limited liability company
54	54	generally or any other series; and
55	55	(2) none of the debts, liabilities, obligations, and
56	56	expenses incurred, contracted for, or otherwise existing with
57	57	respect to the limited liability company generally or any other
58	58	series shall be enforceable against the assets of a particular
59	59	protected series or registered series.
60	60	(b) Subsection (a) applies only [if]:
61	61	(1) to the extent the records maintained for that
62	62	particular protected series or registered series account for the
63	63	assets associated with that series separately from the other assets
64	64	of the company or any other series;
65	65	(2) if the company agreement contains a statement to
66	66	the effect of the limitations provided in Subsection (a), subject
67	67	to any exceptions permitted under Subsection (d); and
68	68	(3) if the company's certificate of formation contains
69	69	a notice of the limitations provided in Subsection (a), subject to
70	70	any exceptions permitted under Subsection (d).
71	71	(c) A certificate of registered series must be filed with
72	72	the secretary of state to form a registered series.
73	73	(d) Subsection (a) or any provision contained in a [limited
74	74	liability] company agreement, [or] certificate of formation, or
75	75	certificate of registered series pursuant to Subsections
76	76	[Subsection] (a) and (b) does not restrict:
77	77	(1) a particular protected series or registered series
78	78	or a limited liability company on behalf of a particular protected
79	79	series or registered series from expressly agreeing in the company
80	80	agreement, the certificate of formation, any certificate of
81	81	registered series, or in another [other] written agreement that
82	82	does not violate that agreement or those certificates that any [or
83	83	all] of the debts, liabilities, obligations, and expenses incurred,
84	84	contracted for, or otherwise existing with respect to the company
85	85	generally or any other series of the company shall be enforceable
86	86	against the assets of that particular protected series or
87	87	registered series if there are one or more liabilities that are
88	88	recourse to the company generally or any other series and that
89	89	cannot be enforced against those assets pursuant to the company
90	90	agreement, the certificate of formation, any certificate of
91	91	registered series, or in another written agreement that does not
92	92	violate that agreement or those certificates; or
93	93	(2) a limited liability company from expressly
94	94	agreeing in the company agreement or other written agreement that
95	95	any or all of the debts, liabilities, obligations, and expenses
96	96	incurred, contracted for, or otherwise existing with respect to a
97	97	particular protected series or registered series shall be
98	98	enforceable against the assets of the company generally.
99	99	(e) A company agreement does not need to use the term
100	100	"protected" or "registered" or refer to this section when
101	101	referencing a series. A series established by a company agreement
102	102	without designating whether the series is a protected series or
103	103	registered series and without filing the certificate of registered
104	104	series required by Subsection (c) is a protected series if it meets
105	105	the requirements of Subsections (a) and (b), subject to any
106	106	exceptions permitted by Subsection (d).
107	107	(f) A series established in accordance with this section,
108	108	but without filing the certificate of registered series under
109	109	Subsection (c), is a protected series.
110	110	(g) A series established in accordance with this section,
111	111	including by filing the certificate of registered series under
112	112	Subsection (c), is a registered series.
113	113	Sec. 101.603. ASSETS OF PROTECTED SERIES OR REGISTERED
114	114	SERIES. (a) Assets associated with a protected series or
115	115	registered series may be held directly or indirectly, including
116	116	being held in the name of the protected series or registered series,
117	117	in the name of the limited liability company, through a nominee, or
118	118	otherwise.
119	119	(b) To the extent [If] the records of a protected series or
120	120	registered series are maintained in a manner so that the assets of
121	121	the protected series or registered series can be reasonably
122	122	identified by specific listing, category, type, quantity, or
123	123	computational or allocational formula or procedure, including a
124	124	percentage or share of any assets, or by any other method in which
125	125	the identity of the assets can be objectively determined, the
126	126	records are considered to satisfy the requirements of Section
127	127	101.602(b)(1).
128	128	(c) In this subchapter, a reference to:
129	129	(1) "assets of a protected series" or "assets of a
130	130	registered series" includes assets associated with that series;
131	131	(2) "assets associated with a protected series" or
132	132	"assets associated with a registered series" includes assets of
133	133	that series;
134	134	(3) "members or managers of a protected series" or
135	135	"members or managers of a registered series" includes members or
136	136	managers associated with that series; and
137	137	(4) "members or managers associated with a protected
138	138	series" or "members or managers associated with a registered
139	139	series" includes members or managers of that series.
140	140	Sec. 101.604. NOTICE OF LIMITATION ON LIABILITIES OF
141	141	PROTECTED SERIES OR REGISTERED SERIES. (a) Notice of the
142	142	limitation on liabilities of a protected series or registered
143	143	series required by Section 101.602 that is contained in a
144	144	certificate of formation filed with the secretary of state
145	145	satisfies the requirements of Section 101.602(b)(3), regardless of
146	146	whether:
147	147	(1) the limited liability company has established any
148	148	protected series or registered series under this subchapter when
149	149	the notice is contained in the certificate of formation; [and]
150	150	(2) the notice makes a reference to a specific
151	151	protected series or registered series of the limited liability
152	152	company; and
153	153	(3) the notice
154	154	(A) uses the term "protected" or "registered"
155	155	when referencing the series; or
156	156	(B) includes a reference to Section 101.602.
157	157	(b) The fact that the certificate of formation filed with
158	158	the secretary of state contains the notice of the limitation on
159	159	liabilities of a protected series or registered series required by
160	160	Section 101.602 is notice of that limitation on liabilities of a
161	161	protected series or registered series.
162	162	Sec. 101.605. GENERAL POWERS OF PROTECTED SERIES OR
163	163	REGISTERED SERIES. A protected series or registered series
164	164	established under this subchapter has the power and capacity, in
165	165	the [series' own] name of the protected series or registered
166	166	series, to:
167	167	(1) sue and be sued;
168	168	(2) contract;
169	169	(3) acquire, sell, and hold title to assets of the
170	170	protected series or registered series, including real property,
171	171	personal property, and intangible property;
172	172	(4) grant liens and security interests in assets of
173	173	the protected series or registered series;
174	174	(5) be a promoter, organizer, partner, owner, member,
175	175	associate, or manager of an organization; and
176	176	(6) exercise any power or privilege as necessary or
177	177	appropriate to the conduct, promotion, or attainment of the
178	178	business, purposes, or activities of the protected series or
179	179	registered series.
180	180	Sec. 101.606. LIABILITY OF MEMBER OR MANAGER FOR
181	181	OBLIGATIONS; DUTIES. (a) Except as and to the extent the company
182	182	agreement specifically provides otherwise, a member or manager
183	183	associated with a protected series or registered series or a member
184	184	or manager of the company is not liable for a debt, obligation, or
185	185	liability of a protected series or registered series, including a
186	186	debt, obligation, or liability under a judgment, decree, or court
187	187	order.
188	188	(b) Notwithstanding Subsection (a), a member or manager
189	189	associated with a protected series or registered series or a member
190	190	or manager of the company may agree to be obligated personally for
191	191	any or all of the debts, obligations, and liabilities of one or more
192	192	protected series or registered series under the company agreement
193	193	or another agreement.
194	194	(c) The company agreement may expand or restrict any duties,
195	195	including fiduciary duties, and related liabilities that a member,
196	196	manager, officer, or other person associated with a protected
197	197	series or registered series has to:
198	198	(1) the protected series or registered series or the
199	199	company;
200	200	(2) a member or manager associated with the protected
201	201	series or registered series; or
202	202	(3) a member or manager of the company.
203	203	Sec. 101.607. CLASS OR GROUP OF MEMBERS OR MANAGERS. (a)
204	204	The company agreement may:
205	205	(1) establish classes or groups of one or more members
206	206	or managers associated with a protected series or registered series
207	207	each of which has certain express relative rights, powers, and
208	208	duties, including voting rights; and
209	209	(2) provide for the manner of establishing additional
210	210	classes or groups of one or more members or managers associated with
211	211	the protected series or registered series each of which has certain
212	212	express rights, powers, and duties, including providing for voting
213	213	rights and rights, powers, and duties senior to existing classes
214	214	and groups of members or managers associated with the protected
215	215	series or registered series.
216	216	(b) The company agreement may provide for the taking of an
217	217	action [, including the amendment of the company agreement,]
218	218	without the vote or approval of any member or manager or class or
219	219	group of members or managers, including the amendment of the
220	220	company agreement or an action to create under the provisions of the
221	221	company agreement a class or group of the protected series or
222	222	registered series of membership interests that was not previously
223	223	outstanding.
224	224	(c) The company agreement may provide that:
225	225	(1) all or certain identified members or managers or a
226	226	specified class or group of the members or managers associated with
227	227	a protected series or registered series have the right to vote on
228	228	any matter separately or with all or any class or group of the
229	229	members or managers associated with the protected series or
230	230	registered series;
231	231	(2) any member or class or group of members associated
232	232	with a protected series or registered series has no voting rights;
233	233	and
234	234	(3) voting by members or managers associated with a
235	235	protected series or registered series is on a per capita, number,
236	236	financial interest, class, group, or any other basis.
237	237	Sec. 101.608. GOVERNING AUTHORITY. (a) Notwithstanding
238	238	any conflicting provision of the certificate of formation of a
239	239	limited liability company or the certificate of registered series,
240	240	the governing authority of a protected series or registered series
241	241	consists of the managers or members associated with the protected
242	242	series or registered series as provided in the company agreement.
243	243	(b) If the company agreement does not provide for the
244	244	governing authority of the protected series or registered series,
245	245	the governing authority of the protected series or registered
246	246	series consists of:
247	247	(1) the managers associated with the protected series
248	248	or registered series, if the company's certificate of formation
249	249	states that the company has [will have] one or more managers; or
250	250	(2) the members associated with the protected series
251	251	or registered series, if the company's certificate of formation
252	252	does not provide [states] that the company has [will not have]
253	253	managers.
254	254	Sec. 101.609. APPLICABILITY OF OTHER PROVISIONS OF CHAPTER
255	255	OR TITLE 1; SYNONYMOUS TERMS. (a) To the extent not inconsistent
256	256	with this subchapter, this chapter applies to a protected series or
257	257	registered series and its associated members and managers.
258	258	(b) For purposes of the application of any other provision
259	259	of this chapter to a provision of this subchapter, and as the
260	260	context requires:
261	261	(1) a reference to "limited liability company" or
262	262	"company" means the "protected series" or "registered series";
263	263	(2) a reference to "member" means "member associated
264	264	with the protected series" or "member associated with the
265	265	registered series"; and
266	266	(3) a reference to "manager" means "manager associated
267	267	with the protected series[.]" or "manager associated with the
268	268	registered series."
269	269	(c) To the extent not inconsistent with this subchapter, a
270	270	protected series or registered series and the governing persons and
271	271	officers associated with the protected series or registered series
272	272	have the powers and rights provided by Subchapters C and D, Chapter
273	273	3, and Subchapter F, Chapter 10. For purposes of those provisions,
274	274	and as the context requires:
275	275	(1) a reference to "entity," "domestic entity," or
276	276	"filing entity" includes the "protected series" or "registered
277	277	series";
278	278	(2) a reference to "governing person"
279	279	includes "governing person associated with the protected series"
280	280	or "governing person associated with the registered series";
281	281	(3) a reference to "governing authority"
282	282	includes "governing authority associated with the protected
283	283	series" or "governing authority associated with the registered
284	284	series"; and
285	285	(4) a reference to "officer" includes "officer
286	286	associated with the protected series[.]" or "officer associated
287	287	with the registered series."
288	288	Sec. 101.610. EFFECT OF CERTAIN EVENT ON MANAGER OR MEMBER.
289	289	(a) An event that under this chapter or the company agreement
290	290	causes a manager to cease to be a manager with respect to a
291	291	protected series or registered series does not, in and of itself,
292	292	cause the manager to cease to be a manager of the limited liability
293	293	company or with respect to any other protected series or registered
294	294	series of the company.
295	295	(b) An event that under this chapter or the company
296	296	agreement causes a member to cease to be associated with a protected
297	297	series or registered series does not, in and of itself, cause the
298	298	member to cease to be associated with any other protected series or
299	299	registered series or terminate the continued membership of a member
300	300	in the limited liability company or require the winding up of the
301	301	protected series or registered series, regardless of whether the
302	302	member was the last remaining member associated with the protected
303	303	series or registered series.
304	304	Sec. 101.611. MEMBER STATUS WITH RESPECT TO DISTRIBUTION.
305	305	(a) Subject to Sections 101.613, 101.617, 101.618, 101.619, and
306	306	101.620, when a member associated with a protected series or
307	307	registered series established under this subchapter is entitled to
308	308	receive a distribution with respect to the protected series or
309	309	registered series, the member, with respect to the distribution,
310	310	has the same status as a creditor of the protected series or
311	311	registered series and is entitled to any remedy available to a
312	312	creditor of the protected series or registered series.
313	313	(b) Section 101.206 does not apply to a distribution with
314	314	respect to the protected series or registered series.
315	315	Sec. 101.612. RECORD DATE FOR ALLOCATIONS AND
316	316	DISTRIBUTIONS. A company agreement may establish or provide for
317	317	the establishment of a record date for allocations and
318	318	distributions with respect to a protected series or registered
319	319	series.
320	320	Sec. 101.613. DISTRIBUTIONS. (a) A limited liability
321	321	company may make a distribution with respect to a protected series
322	322	or registered series.
323	323	(b) A limited liability company may not make a distribution
324	324	with respect to a protected series or registered series to a member
325	325	if, immediately after making the distribution, the total amount of
326	326	the liabilities of the protected series or registered series, other
327	327	than liabilities described by Subsection (c), exceeds the fair
328	328	value of the assets associated with the protected series or
329	329	registered series.
330	330	(c) For purposes of Subsection (b), the liabilities of a
331	331	protected series or registered series do not include:
332	332	(1) a liability to a member related to the member's
333	333	membership interest associated with the protected series or
334	334	registered series; or
335	335	(2) except as provided by Subsection (e), a liability
336	336	of the protected series or registered series for which the recourse
337	337	of creditors is limited to specified property of the protected
338	338	series or registered series.
339	339	(d) For purposes of Subsection (b), the assets associated
340	340	with a protected series or registered series include the fair value
341	341	of property of the protected series or registered series subject to
342	342	a liability for which recourse of creditors is limited to specified
343	343	property of the protected series or registered series only if the
344	344	fair value of that property exceeds the liability.
345	345	(e) A member who receives a distribution from a protected
346	346	series or registered series in violation of this section is not
347	347	required to return the distribution to the protected series or
348	348	registered series unless the member had knowledge of the violation.
349	349	(f) This section may not be construed to affect the
350	350	obligation of a member to return a distribution to the protected
351	351	series or registered series under the company agreement, another
352	352	agreement, or other state or federal law.
353	353	(g) Section 101.206 does not apply to a distribution with
354	354	respect to a protected series or registered series.
355	355	(h) For purposes of this section, "distribution" does not
356	356	include an amount constituting reasonable compensation for present
357	357	or past services or a reasonable payment made in the ordinary course
358	358	of business under a bona fide retirement plan or other benefits
359	359	program.
360	360	(i) For purposes of this subchapter, the determination of
361	361	the amount of the liabilities or the value of the assets of a
362	362	protected series or registered series may be based on:
363	363	(1) financial statements of the protected series or
364	364	registered series, which may include the financial statements of
365	365	subsidiary entities of the protected series or registered series
366	366	accounted for on a consolidated basis or on the equity method of
367	367	accounting that:
368	368	(A) present the financial condition of the
369	369	protected series or registered series, and any subsidiary entity
370	370	included in those financial statements, in accordance with
371	371	generally accepted accounting principles or international
372	372	financial reporting standards; or
373	373	(B) have been prepared using the method of
374	374	accounting used to file a federal income tax return for the
375	375	protected series or registered series or using any other accounting
376	376	practices or principles that are reasonable under the
377	377	circumstances;
378	378	(2) financial information, including condensed or
379	379	summary financial statements, that is prepared on the same basis as
380	380	financial statements described by Subdivision (1);
381	381	(3) projections, forecasts, or other forward-looking
382	382	information relating to the future economic performance, financial
383	383	condition, or liquidity of the protected series or registered
384	384	series that is reasonable under the circumstances;
385	385	(4) a fair valuation or information from any other
386	386	method that is reasonable under the circumstances; or
387	387	(5) a combination of a statement, valuation, or
388	388	information authorized by this subsection.
389	389	(j) Subsection (i) does not apply to the computation of any
390	390	tax imposed on a protected series or registered series under the
391	391	laws of this state.
392	392	(k) An action alleging a distribution is made in violation
393	393	of this section must be commenced not later than the second
394	394	anniversary of the date of the distribution.
395	395	Sec. 101.614. AUTHORITY TO WIND UP AND TERMINATE PROTECTED
396	396	SERIES OR REGISTERED SERIES. Except to the extent otherwise
397	397	provided in the company agreement and subject to Sections 101.617,
398	398	101.618, 101.619, and 101.620, a protected series or registered
399	399	series and its business and affairs may be wound up and terminated
400	400	without causing the winding up of the limited liability company.
401	401	Sec. 101.615. TERMINATION OF PROTECTED SERIES OR REGISTERED
402	402	SERIES. (a) Except as otherwise provided by Sections 101.617,
403	403	101.618, 101.619, and 101.620, the protected series terminates on
404	404	the completion of the winding up of the business and affairs of the
405	405	protected series in accordance with Sections 101.617, 101.618,
406	406	101.619, and 101.620.
407	407	(b) Except as otherwise provided by Sections 101.617,
408	408	101.618, 101.619, and 101.620, the registered series terminates on:
409	409	(1) the completion of the winding up of the business
410	410	and affairs of the registered series in accordance with Sections
411	411	101.617, 101.618, 101.619, and 101.620; and
412	412	(2) the effectiveness of the filing with the secretary
413	413	of state of a certificate of termination for the registered series.
414	414	(c) The limited liability company shall provide notice of
415	415	the termination of a protected series or registered series in the
416	416	manner provided in the company agreement for notice of termination,
417	417	if any.
418	418	(d) [(c)] The termination of the protected series or
419	419	registered series does not affect the limitation on liabilities of
420	420	the protected series or registered series provided by Section
421	421	101.602.
422	422	Sec. 101.616. EVENT REQUIRING WINDING UP. Subject to
423	423	Sections 101.617, 101.618, 101.619, and 101.620, the business and
424	424	affairs of a protected series or registered series are required to
425	425	be wound up:
426	426	(1) if the winding up of the limited liability company
427	427	is required under Section 101.552(a) or Chapter 11; or
428	428	(2) on the earlier of:
429	429	(A) the time specified for winding up the
430	430	protected series or registered series in the company agreement;
431	431	(B) the occurrence of an event specified with
432	432	respect to the protected series or registered series in the company
433	433	agreement;
434	434	(C) the occurrence of a majority vote of all of
435	435	the members associated with the protected series or registered
436	436	series approving the winding up of the protected series or
437	437	registered series or, if there is more than one class or group of
438	438	members associated with the protected series or registered series,
439	439	a majority vote of the members of each class or group of members
440	440	associated with the protected series or registered series approving
441	441	the winding up of the protected series or registered series;
442	442	(D) if the protected series or registered series
443	443	has no members, the occurrence of a majority vote of all of the
444	444	managers associated with the protected series or registered series
445	445	approving the winding up of the protected series or registered
446	446	series or, if there is more than one class or group of managers
447	447	associated with the protected series or registered series, a
448	448	majority vote of the managers of each class or group of managers
449	449	associated with the protected series or registered series approving
450	450	the winding up of the protected series or registered series; or
451	451	(E) a determination by a court in accordance with
452	452	Section 101.621.
453	453	Sec. 101.617. PROCEDURES FOR WINDING UP AND TERMINATION OF
454	454	PROTECTED SERIES OR REGISTERED SERIES. (a) The following
455	455	provisions apply to a protected series or registered series and the
456	456	associated members and managers of the protected series or
457	457	registered series:
458	458	(1) Subchapters A, G, H, and I, Chapter 11; and
459	459	(2) Subchapter B, Chapter 11, other than Sections
460	460	11.051, 11.056, 11.057, 11.058, and 11.059.
461	461	(b) The following provisions apply to a registered series
462	462	and the associated members and managers of the registered series:
463	463	(1) Subchapters E and F, Chapter 11; and
464	464	(2) Section 11.102.
465	465	(c) For purposes of the application of Chapter 11 to a
466	466	protected series or registered series and as the context requires:
467	467	(1) a reference to "domestic entity," "filing entity,"
468	468	"domestic filing entity," or "entity" means the "protected series"
469	469	or "registered series";
470	470	(2) a reference to an "owner" means a "member
471	471	associated with the protected series" or "member associated with
472	472	the registered series";
473	473	(3) a reference to the "governing authority" or a
474	474	"governing person" means:
475	475	(A) the "governing authority associated with the
476	476	protected series" or a "governing person associated with the
477	477	protected series"; or
478	478	(B) the governing authority associated with the
479	479	registered series" or a "governing person associated with the
480	480	registered series"; and
481	481	(4) a reference to "business," "property,"
482	482	"obligations," or "liabilities" means:
483	483	(A) the "business associated with the protected
484	484	series," "property associated with the protected series,"
485	485	"obligations associated with the protected series," or
486	486	"liabilities associated with the protected series[.]"; or
487	487	(B) the "business associated with the registered
488	488	series," "property associated with the registered series,"
489	489	"obligations associated with the registered series," or
490	490	"liabilities associated with the registered series."
491	491	(d) [(c)] After the occurrence of an event requiring
492	492	winding up of a protected series or registered series under Section
493	493	101.616, unless a revocation as provided by Section 101.618 or a
494	494	cancellation as provided by Section 101.619 occurs, the winding up
495	495	of the protected series or registered series must be carried out by:
496	496	(1) the governing authority of the protected series or
497	497	registered series or one or more persons, including a governing
498	498	person, designated by:
499	499	(A) the governing authority of the protected
500	500	series or registered series;
501	501	(B) the members associated with the protected
502	502	series or registered series; or
503	503	(C) the company agreement; or
504	504	(2) a person appointed by the court to carry out the
505	505	winding up of the protected series or registered series under
506	506	Section 11.054, 11.405, 11.409, or 11.410.
507	507	(e) [(d)] An action taken in accordance with this section
508	508	does not affect the limitation on liability of members and managers
509	509	provided by Section 101.606.
510	510	Sec. 101.618. REVOCATION OF VOLUNTARY WINDING UP. Before
511	511	the termination of the protected series or registered series takes
512	512	effect, a voluntary decision to wind up the protected series or
513	513	registered series under Section 101.616(2)(C) or (D) may be revoked
514	514	by:
515	515	(1) a majority vote of all of the members associated
516	516	with the protected series or registered series approving the
517	517	revocation or, if there is more than one class or group of members
518	518	associated with the protected series or registered series, a
519	519	majority vote of the members of each class or group of members
520	520	associated with the protected series or registered series approving
521	521	the revocation; or
522	522	(2) if the protected series or registered series has
523	523	no members, a majority vote of all the managers associated with the
524	524	protected series or registered series approving the revocation or,
525	525	if there is more than one class or group of managers associated with
526	526	the protected series or registered series, a majority vote of the
527	527	managers of each class or group of managers associated with the
528	528	protected series or registered series approving the revocation.
529	529	Sec. 101.619. CANCELLATION OF EVENT REQUIRING WINDING UP.
530	530	(a) Unless the cancellation is prohibited by the company
531	531	agreement, an event requiring winding up of the protected series or
532	532	registered series under Section 101.616(2)(A) or (B) [101.616(1) or
533	533	(2)] may be canceled by the consent of all of the members of the
534	534	protected series or registered series before the termination of the
535	535	protected series or registered series takes effect.
536	536	(b) In connection with the cancellation, the members must
537	537	amend the company agreement to:
538	538	(1) eliminate or extend the time specified for the
539	539	protected series or registered series if the event requiring
540	540	winding up of the protected series or registered series occurred
541	541	under Section 101.616(2)(A) [101.616(1)]; or
542	542	(2) eliminate or revise the event specified with
543	543	respect to the protected series or registered series if the event
544	544	requiring winding up of the protected series or registered series
545	545	occurred under Section 101.616(2)(B) [101.616(2)].
546	546	Sec. 101.620. CONTINUATION OF BUSINESS. The protected
547	547	series or registered series may continue its business following the
548	548	revocation under Section 101.618 or the cancellation under Section
549	549	101.619.
550	550	Sec. 101.621. WINDING UP BY COURT ORDER. A district court
551	551	in the county in which the registered office or principal place of
552	552	business in this state of a domestic limited liability company is
553	553	located, on application by or for a member associated with a
554	554	protected series or registered [the] series of the company, has
555	555	jurisdiction to order the winding up and termination of the
556	556	protected series or registered [a] series if the court determines
557	557	that:
558	558	(1) it is not reasonably practicable to carry on the
559	559	business of the protected series or registered series in conformity
560	560	with the company agreement;
561	561	(2) the economic purpose of the protected series or
562	562	registered series is likely to be unreasonably frustrated; or
563	563	(3) another member associated with the protected
564	564	series or registered series has engaged in conduct relating to the
565	565	protected series' or registered series' business that makes it not
566	566	reasonably practicable to carry on the business with that member.
567	567	Sec. 101.622. PROTECTED SERIES OR REGISTERED SERIES NOT A
568	568	SEPARATE DOMESTIC ENTITY OR ORGANIZATION. For purposes of this
569	569	chapter and Title 1, a protected series or registered series has the
570	570	rights, powers, and duties provided by this subchapter to the
571	571	protected series or registered series but is not a separate
572	572	domestic entity or organization.
573	573	Sec. 101.623. FILING OF CERTIFICATE OF REGISTERED SERIES.
574	574	(a) To establish a registered series of a limited liability company
575	575	in accordance with Section 101.602, a certificate of registered
576	576	series for the registered series must be filed in accordance with
577	577	this section.
578	578	(b) A certificate of registered series must state:
579	579	(1) the name of the limited liability company;
580	580	(2) the name of the registered series being formed,
581	581	which must conform with the requirements of Section 5.056(c); and
582	582	(3) if the registered series is formed under a plan of
583	583	conversion or merger, a statement to that effect.
584	584	(c) A certificate of registered series may include any other
585	585	provisions not inconsistent with law relating to the organization,
586	586	ownership, governance, business, or affairs of the registered
587	587	series.
588	588	(d) A certificate of registered series shall be executed by
589	589	the limited liability company in accordance with Section 101.0515
590	590	and filed with the secretary of state in accordance with and take
591	591	effect as a filing instrument as specified by Chapter 4.
592	592	(e) A certificate of registered series is not an amendment
593	593	to the certificate of formation of the limited liability company.
594	594	(f) If a new registered series is established under a plan
595	595	of conversion or plan of merger, the certificate of registered
596	596	series of the registered series must be filed simultaneously with
597	597	the certificate of conversion or certificate of merger under
598	598	Section 101.627(b) or 101.634(e). The certificate of registered
599	599	series is not required to be filed separately under Subsection (a).
600	600	The formation and existence of a registered series that results
601	601	from a conversion or merger takes effect and commences on the
602	602	effectiveness of the conversion or merger.
603	603	Sec. 101.624. AMENDING CERTIFICATE OF REGISTERED SERIES.
604	604	(a) A certificate of registered series is amended by filing a
605	605	certificate of amendment in accordance with this section.
606	606	(b) If the company agreement of the limited liability
607	607	company specifies the manner of adopting an amendment to the
608	608	certificate of registered series, the amendment must be adopted as
609	609	specified by the company agreement. If the company agreement does
610	610	not specify the manner of adopting an amendment to the certificate
611	611	of registered series but specifies the manner of adopting an
612	612	amendment to the provisions of the company agreement governing the
613	613	registered series, the amendment must be adopted as specified in
614	614	the company agreement for the adoption of an amendment to the
615	615	provisions of the company agreement governing the registered
616	616	series. If the company agreement does not specify the manner of
617	617	adopting an amendment to the certificate of registered series or to
618	618	the provisions of the company agreement governing the registered
619	619	series, the amendment must be approved:
620	620	(1) by all of the members of the registered series;
621	621	(2) if the registered series does not yet have any
622	622	members but has managers, by all of the managers of the registered
623	623	series; or
624	624	(3) if the registered series does not have members or
625	625	managers, in the manner specified by the company agreement for
626	626	authorization of the establishment of a new registered series of
627	627	the limited liability company.
628	628	(c) The certificate of amendment must state:
629	629	(1) the name of the limited liability company;
630	630	(2) the name of the registered series;
631	631	(3) for each provision of the certificate of
632	632	registered series that is added, altered, or deleted, an
633	633	identification by reference or description of the added, altered,
634	634	or deleted provision and, if the provision is added or altered, a
635	635	statement of the text of the altered or added provision; and
636	636	(4) that the amendment has been approved in the manner
637	637	required by this subchapter and by the governing documents of the
638	638	registered series.
639	639	(d) A manager associated with a registered series or, if
640	640	there is no manager, any member associated with the registered
641	641	series who becomes aware that any statement in a certificate of
642	642	registered series filed with respect to the registered series was
643	643	false when made, or that any provision in the certificate of
644	644	registered series has changed making the certificate of registered
645	645	series false in any material respect, shall promptly amend the
646	646	certificate of registered series.
647	647	(e) The certificate of amendment must be executed by the
648	648	registered series in accordance with Section 101.0515 and shall be
649	649	filed with the secretary of state in accordance with and take effect
650	650	as a filing instrument as specified by Chapter 4.
651	651	Sec. 101.625. CERTIFICATE OF TERMINATION FOR REGISTERED
652	652	SERIES. (a) On completion of the winding up of a registered
653	653	series, a certificate of termination shall be filed in accordance
654	654	with this section.
655	655	(b) The certificate of termination must contain:
656	656	(1) the name of the limited liability company;
657	657	(2) the name of the registered series;
658	658	(3) the registered series' filing number assigned by
659	659	the secretary of state;
660	660	(4) the nature of the event requiring winding up the
661	661	registered series;
662	662	(5) a statement that the registered series has
663	663	complied with the provisions of this code governing the series'
664	664	winding up; and
665	665	(6) any other information the person filing the
666	666	certificate of termination determines.
667	667	(c) The certificate of termination must be executed by the
668	668	registered series in accordance with Section 101.0515 and shall be
669	669	filed with the secretary of state in accordance with and take effect
670	670	as a filing instrument as specified by Chapter 4.
671	671	(d) The secretary of state may not issue a certificate of
672	672	fact confirming the existence of a registered series if the limited
673	673	liability company has ceased to be in existence.
674	674	Sec. 101.626. NAME OF REGISTERED SERIES. The name of each
675	675	registered series included in a series' certificate of registered
676	676	series must:
677	677	(1) comply with the requirements of Chapter 5; and
678	678	(2) contain the name of the limited liability company
679	679	and the phrase or abbreviation required by Section 5.0561.
680	680	Sec. 101.627. CONVERSION OF A REGISTERED SERIES TO A
681	681	PROTECTED SERIES. (a) Upon compliance with Section 101.628, a
682	682	registered series of a domestic limited liability company may
683	683	convert to a protected series of the domestic limited liability
684	684	company by filing a certificate of conversion that complies with
685	685	Section 101.631 with the secretary of state in accordance with, and
686	686	taking effect as a filing instrument as specified, by Chapter 4.
687	687	(b) Upon compliance with Section 101.628, a protected
688	688	series of a domestic limited liability company may convert to a
689	689	registered series of the domestic limited liability company by
690	690	filing simultaneously with the secretary of state in accordance
691	691	with, and taking effect as a filing instrument as specified by,
692	692	Chapter 4:
693	693	(1) a certificate of conversion that complies with
694	694	Section 101.631; and
695	695	(2) a certificate of registered series as provided by
696	696	Section 101.623.
697	697	(c) An existing registered series may not become a protected
698	698	series except as provided by Subsection (a) and Sections 101.628
699	699	through 101.632.
700	700	(d) For purposes of this section and Sections 101.628
701	701	through 101.632:
702	702	(1) "Conversion" means the continuation of:
703	703	(A) a registered series as a protected series; or
704	704	(B) a protected series as a registered series.
705	705	(2) "Converted series" means a registered series or
706	706	protected series resulting from a conversion of, respectively, a
707	707	protected series or registered series, of a domestic limited
708	708	liability company.
709	709	(3) "Converting series" means a registered series or
710	710	protected series before a conversion of that series.
711	711	(4) "Plan of conversion" means a document that
712	712	conforms with the requirements of Section 101.628.
713	713	Sec. 101.628. AUTHORIZATION OF CONVERSION. (a) A
714	714	converting series of a domestic limited liability company may
715	715	convert to a converted series of the company by adopting a plan of
716	716	conversion of the converting series to a converted series of the
717	717	company.
718	718	(b) If the company agreement of the limited liability
719	719	company specifies the manner of adopting a plan of conversion of a
720	720	converting series to a converted series of that company, the plan of
721	721	conversion must be adopted as specified by the company agreement.
722	722	If the company agreement does not specify the manner of adopting a
723	723	plan of conversion of a converting series of the company to a
724	724	converted series of that company and does not prohibit a conversion
725	725	of a converting series to a converted series, the plan of conversion
726	726	must be authorized by members of the converting series who own more
727	727	than 50 percent of the then-current percentage or other interest in
728	728	the profits of the converting series owned by all of the members of
729	729	the converting series. If the plan of conversion provides for any
730	730	amendment to the company agreement, the plan of conversion must
731	731	also be approved in the manner required by this subchapter for the
732	732	approval of that amendment.
733	733	(c) A converting series may not convert if a member
734	734	associated with the converting series, as a result of the
735	735	conversion, would become subject to liability under the company
736	736	agreement as a member, without that member's consent, for a
737	737	liability or other obligation of the converted series for which the
738	738	member is not liable under the company agreement as a member of the
739	739	converting series before the conversion.
740	740	(d) At the time a conversion takes effect, each member of
741	741	the converting series has, unless otherwise agreed to by that
742	742	member, a membership interest in and is the member of the converted
743	743	series.
744	744	(e) A plan of conversion must be in writing and must
745	745	include:
746	746	(1) the name of the converting series;
747	747	(2) the name of the converted series;
748	748	(3) a statement that the converting protected series
749	749	or registered series, as applicable, is continuing its existence in
750	750	the form of the converted protected series or registered series, as
751	751	applicable;
752	752	(4) the manner and basis, including use of a formula,
753	753	of converting the membership interests of the converting series
754	754	into membership interests of the converted series;
755	755	(5) any amendment to the company agreement that may be
756	756	necessary to reflect the conversion of the converting series and
757	757	the establishment of the converted series; and
758	758	(6) the certificate of registered series required to
759	759	be filed under this subchapter if the converted series is a
760	760	registered series.
761	761	(f) An amendment or certificate of registered series
762	762	described by Subsection (e)(5) or (6) may be included in the plan of
763	763	conversion by an attachment or exhibit to the plan.
764	764	(g) Any of the terms of the plan of conversion may be made
765	765	dependent on a fact ascertainable outside of the plan if the manner
766	766	in which those facts will operate on the terms of the conversion is
767	767	clearly and expressly stated in the plan. In this subsection,
768	768	"facts" includes the occurrence of any event, including a
769	769	determination or action by any person.
770	770	Sec. 101.629. CONVERSION NOT WINDING UP EVENT. Unless
771	771	otherwise agreed, the conversion of a converting series under
772	772	Sections 101.627 through 101.631 does not:
773	773	(1) require the limited liability company or the
774	774	converting series to wind up the series' affairs under
775	775	Section 11.051, 11.056, 101.552 or 101.616 or to pay the series'
776	776	liabilities and distribute its assets under Sections 11.053 and
777	777	101.617; or
778	778	(2) constitute an event requiring winding up of the
779	779	company or the converting series.
780	780	Sec. 101.630. EFFECT OF CONVERSION. When a conversion
781	781	takes effect:
782	782	(1) the converting series continues to exist without
783	783	interruption in the form of the converted series rather than in the
784	784	form of the converting series;
785	785	(2) all rights, title, and interests to all property
786	786	owned by the converting series continues to be owned, subject to any
787	787	existing liens or other encumbrances on the property, by the
788	788	converted series in the new form without:
789	789	(A) reversion or impairment;
790	790	(B) further act or deed; or
791	791	(C) any transfer or assignment having occurred;
792	792	(3) all liabilities and obligations of the converting
793	793	series continue to be liabilities and obligations of the converted
794	794	series in the new form without impairment or diminution because of
795	795	the conversion;
796	796	(4) the rights of creditors or other parties with
797	797	respect to or against the previous members associated with the
798	798	converting series in their capacities as members in existence when
799	799	the conversion takes effect continue to exist as to those
800	800	liabilities and obligations and may be enforced by the creditors
801	801	and obligees as if a conversion had not occurred;
802	802	(5) a proceeding pending by or against the converting
803	803	series or by or against any of the converting series' members in
804	804	their capacities as members may be continued by or against the
805	805	converted series in the new form and by or against the previous
806	806	members without a need for substituting a party;
807	807	(6) the membership interests of the converting series
808	808	that are to be converted into membership interests of the converted
809	809	series as provided by the plan of conversion are converted as
810	810	provided by the plan, and the former members of the converting
811	811	series are entitled only to the rights provided by the plan of
812	812	conversion;
813	813	(7) the amendment to the company agreement under the
814	814	plan of conversion becomes effective; and
815	815	(8) if, after the conversion takes effect, a member of
816	816	the converted series as a member is liable for the liabilities or
817	817	obligations of the converted series, the member is liable for the
818	818	liabilities and obligations of the converting series that existed
819	819	before the conversion took effect only to the extent that the
820	820	member:
821	821	(A) agrees in writing to be liable for the
822	822	liabilities or obligations;
823	823	(B) was liable, before the conversion took
824	824	effect, for the liabilities or obligations; or
825	825	(C) by becoming a member of the converted series,
826	826	becomes liable under other applicable law for the existing
827	827	liabilities and obligations of the converted series.
828	828	Sec. 101.631. FILING OF CERTIFICATE OF CONVERSION. (a)
829	829	After adoption of a plan of conversion as provided by Section
830	830	101.628, a certificate of conversion must be signed by the
831	831	converting series and must include a statement certifying the
832	832	following:
833	833	(1) the name of the limited liability company and, if
834	834	it has been changed, the name under which the company's certificate
835	835	of formation was originally filed;
836	836	(2) the filing number of the limited liability company
837	837	assigned by the secretary of state;
838	838	(3) the name of the converting series and, if it is a
839	839	registered series and its name has been changed, the name under
840	840	which its certificate of registered series was originally filed;
841	841	(4) if the converting series is a registered series,
842	842	the filing number of the registered series assigned by the
843	843	secretary of state;
844	844	(5) that a plan of conversion is on file at the
845	845	principal place of business of the converting series, and the
846	846	address of the principal place of business;
847	847	(6) that a plan of conversion will be on file after the
848	848	conversion at the principal place of business of the converted
849	849	series, and the address of the principal place of business;
850	850	(7) that a copy of the plan of conversion will be on
851	851	written request furnished without cost by the converting series
852	852	before the conversion or by the converted series after the
853	853	conversion to any owner or member of the converting series or the
854	854	converted series; and
855	855	(8) that the plan of conversion has been adopted as
856	856	required by the company agreement of the limited liability company
857	857	and Section 101.628.
858	858	(b) The certificate of conversion must be filed with the
859	859	secretary of state in accordance with Section 101.627.
860	860	Sec. 101.632. PROHIBITION ON CONVERSION PERMITTED. A
861	861	company agreement may prohibit the conversion of a registered
862	862	series or protected series of the company under Sections 101.627
863	863	through 101.631.
864	864	Sec. 101.633. MERGER AMONG MERGING SERIES OF SAME LIMITED
865	865	LIABILITY COMPANY. (a) For purposes of the section and Sections
866	866	101.634 through 101.636:
867	867	(1) "Merger" means:
868	868	(A) the division of a merging series into two or
869	869	more new protected series and registered series; or
870	870	(B) the combination of one or more merging series
871	871	with one or more merging series resulting in:
872	872	(i) one or more surviving merging series;
873	873	(ii) the creation of one or more new
874	874	protected series or registered series; or
875	875	(iii) one or more surviving merging series
876	876	and the creation of one or more new protected series or registered
877	877	series.
878	878	(2) "Merging series" means each and all protected
879	879	series and registered series that are parties to a merger.
880	880	(3) "Party to a merger" means a protected series or
881	881	registered series that under a plan of merger is divided or combined
882	882	by a merger.
883	883	(4) "Plan of merger" means a document that conforms to
884	884	the requirements of this section.
885	885	(b) One or more merging series of the same limited liability
886	886	company may affect a merger as provided by a plan of merger that is
887	887	approved in accordance with this section and that complies with
888	888	Sections 101.634 through 101.636. The plan of merger shall provide
889	889	for one or more surviving or new protected series or registered
890	890	series.
891	891	(c) Unless otherwise provided by the company agreement, the
892	892	plan of merger shall be approved by each protected series or
893	893	registered series that is a party to the merger. If the company
894	894	agreement specifies the manner of adopting a plan of merger for the
895	895	merging series, the amendment must be adopted as specified in the
896	896	company agreement. If the company agreement does not specify the
897	897	manner of adopting a plan of merger for the merging series but
898	898	specifies the manner of adopting an amendment to the provisions of
899	899	the company agreement governing the merging series, the plan of
900	900	merger must be adopted as specified in the company agreement for the
901	901	adoption of an amendment to the provisions of the company agreement
902	902	governing the merging series. If the company agreement does not
903	903	specify the manner of adopting a plan of merger for the merging
904	904	series or an amendment to the provisions of the company agreement
905	905	governing the merging series, the amendment must be approved by
906	906	members of that merging series who own more than 50 percent of the
907	907	then-current percentage or other interest in the profits of that
908	908	merging series owned by all of the members of that merging series.
909	909	If the plan of merger provides for any amendment to the company
910	910	agreement, the plan of merger must also be approved in the manner
911	911	required by this subchapter for the approval of that amendment.
912	912	(d) A plan of merger must be in writing and must include:
913	913	(1) the name of each merging series that is a party to
914	914	the merger;
915	915	(2) the name of each merging series that will survive
916	916	the merger;
917	917	(3) the name of each new protected series or
918	918	registered series that is to be created by the plan of merger;
919	919	(4) the manner and basis, including use of a formula,
920	920	of converting or exchanging any of the membership interests of each
921	921	merging series that is a party to the merger into:
922	922	(A) membership interests, obligations, rights to
923	923	purchase securities, or other securities of one or more of the
924	924	surviving merging series or new protected series or registered
925	925	series;
926	926	(B) cash;
927	927	(C) other property, including membership
928	928	interests, obligations, rights to purchase securities, or other
929	929	securities of any other person or entity; or
930	930	(D) any combination of the items described by
931	931	Paragraphs (A)-(C);
932	932	(5) the identification of any of the membership
933	933	interests of a merging series that is a party to the merger that
934	934	are:
935	935	(A) to be canceled rather than converted or
936	936	exchanged; or
937	937	(B) to remain outstanding rather than converted
938	938	or exchanged if the protected series or registered series survives
939	939	the merger;
940	940	(6) any amendment to the company agreement that may be
941	941	necessary to reflect the merger of the merging series and the
942	942	establishment of any new protected series or registered series that
943	943	is to be created by the merger;
944	944	(7) any amendment to the certificate of registered
945	945	series of any registered series that is a surviving registered
946	946	series, including a change in the name of the surviving registered
947	947	series, that will be effected by the merger; and
948	948	(8) the certificate of registered series of each new
949	949	registered series to be created by the plan of merger.
950	950	(e) An item required by Subsections (d)(6) and (8) may be
951	951	included in the plan of merger by an attachment or exhibit to the
952	952	plan.
953	953	(f) If the plan of merger provides for a manner and basis of
954	954	converting or exchanging a membership interest that may be
955	955	converted or exchanged in a manner or basis different than any other
956	956	membership interest of the same class of the membership interest,
957	957	the manner and basis of conversion or exchange must be included in
958	958	the plan of merger in the same manner as provided by Subsection
959	959	(d)(4). A plan of merger may provide for cancellation of a
960	960	membership interest while providing for the conversion or exchange
961	961	of other membership interests of the same class as the membership
962	962	interest to be canceled.
963	963	(g) Any of the terms of the plan of merger may be made
964	964	dependent on facts ascertainable outside of the plan if the manner
965	965	in which those facts will operate on the terms of the merger is
966	966	clearly and expressly stated in the plan. In this subsection,
967	967	"facts" includes the occurrence of any event, including a
968	968	determination or action by any person.
969	969	(h) If more than one series is to survive or to be created by
970	970	the plan of merger, the plan of merger must include:
971	971	(1) the manner and basis of allocating and vesting the
972	972	property of each merging series that is a party to the merger among
973	973	one or more of the surviving or new series; and
974	974	(2) the manner and basis of allocating each liability
975	975	and obligation of each merging series that is a party to the merger,
976	976	or adequate provisions for the payment and discharge of each
977	977	liability and obligation, among one or more of the surviving or new
978	978	series.
979	979	(i) A plan of merger may include:
980	980	(1) amendments to provisions of the company agreement
981	981	relating to any surviving merging series or any new protected
982	982	series or registered series to be created by the merger; and
983	983	(2) any other provisions relating to the merger that
984	984	are not required by this subchapter.
985	985	(j) Notwithstanding prior approval, a plan of merger may be
986	986	terminated or amended under a provision for that termination or
987	987	amendment contained in the plan of merger.
988	988	(k) A merging series may not merge under this section if a
989	989	member of that merging series that is a party to the merger will, as
990	990	a result of the merger, become subject to liability under the
991	991	company agreement as a member, without that member's consent, for a
992	992	liability or other obligation of any other person for which the
993	993	member is not liable under the company agreement as a member of that
994	994	merging series before the merger.
995	995	Sec. 101.634. CERTIFICATE OF MERGER. (a) After approval of
996	996	a plan of merger as provided by Section 101.633, if a registered
997	997	series is a party to the merger or if a new registered series is to
998	998	be created by the merger, a certificate of merger must be signed by
999	999	each merging series that is a party to the merger and must include a
1000	1000	statement certifying the following:
1001	1001	(1) the name of each merging series that is a party to
1002	1002	the merger and the name of the limited liability company that formed
1003	1003	that merging series;
1004	1004	(2) that a plan of merger has been approved and
1005	1005	executed by or on behalf of each merging series that is to merge;
1006	1006	(3) the name of each merging series that survives the
1007	1007	merger and each new registered series or protected series that is
1008	1008	created by the merger;
1009	1009	(4) any amendment to the certificate of registered
1010	1010	series of any registered series that is a surviving merging series,
1011	1011	including a change in the name of the surviving registered series,
1012	1012	to be effected by the merger or a statement that amendments are
1013	1013	being made to the certificate of registered series of any
1014	1014	registered series that is a surviving merging series under a
1015	1015	certificate of amendment attached to the certificate of merger
1016	1016	under Subsection (d);
1017	1017	(5) the certificate of registered series for each new
1018	1018	registered series that is to be created by the merger is being filed
1019	1019	with the certificate of merger;
1020	1020	(6) that the plan of merger is on file at a place of
1021	1021	business of each surviving or new registered series or the limited
1022	1022	liability company that formed the registered series, and the
1023	1023	address of that place of business;
1024	1024	(7) that a copy of the plan of merger will be on
1025	1025	written request furnished without cost by each surviving merging
1026	1026	series or new registered series or protected series to any member of
1027	1027	any merging series that is a party to the merger or any registered
1028	1028	series or protected series created by the plan of merger and, for a
1029	1029	merger with multiple surviving or new series, to any creditor or
1030	1030	obligee of the parties to the merger at the time of the merger if a
1031	1031	liability or obligation is then outstanding;
1032	1032	(8) if approval of the members of any merging series
1033	1033	that was a party to the plan of merger is not required by this code
1034	1034	or the company agreement, a statement to that effect; and
1035	1035	(9) a statement that the plan of merger has been
1036	1036	approved as required by this code and by the company agreement.
1037	1037	(b) As provided by Subsection (a)(4), a certificate of
1038	1038	merger filed under this section may include as an attachment a
1039	1039	certificate of amendment containing amendments to the certificate
1040	1040	of registered series for any registered series that is a surviving
1041	1041	registered series of the merger.
1042	1042	(c) A certificate of merger that contains any amendment or
1043	1043	certificate of amendment to the certificate of registered series of
1044	1044	a registered series that is a surviving registered series in
1045	1045	accordance with Subsection (a)(4) and, if applicable, Subsection
1046	1046	(b) is considered to be an amendment to the certificate of
1047	1047	registered series of that surviving registered series. No further
1048	1048	action is required to amend the certificate of registered series of
1049	1049	the surviving registered series under Section 101.624 with respect
1050	1050	to the amendment.
1051	1051	(d) The certificate of merger must be filed with the
1052	1052	secretary of state in accordance with, and take effect as a filing
1053	1053	instrument as specified by Chapter 4. If a new registered series is
1054	1054	to be created by the merger, a certificate of registered series for
1055	1055	the new registered series that complies with Section 101.623 must
1056	1056	be simultaneously filed with the certificate of merger in
1057	1057	accordance with Chapter 4 as a filing instrument and must take
1058	1058	effect simultaneously with the effectiveness of the certificate of
1059	1059	merger.
1060	1060	(e) Whenever this section requires the filing of a
1061	1061	certificate of merger, that requirement is satisfied by the filing
1062	1062	of the plan of merger containing the information required to be
1063	1063	included in the certificate of merger as provided by this section.
1064	1064	Sec. 101.635. EFFECTS OF MERGER OF MERGING SERIES. (a)
1065	1065	When a merger of merging series takes effect:
1066	1066	(1) the separate existence of each merging series that
1067	1067	is a party to the merger, other than a surviving merging series or a
1068	1068	new protected series or registered series, ceases;
1069	1069	(2) all rights, title, and interests to all real
1070	1070	estate and other property owned by each merging series that is a
1071	1071	party to the merger is allocated to and vested, subject to any
1072	1072	existing liens or other encumbrances on the property, in one or more
1073	1073	of the series as provided by the plan of merger without:
1074	1074	(A) reversion or impairment;
1075	1075	(B) any further act or deed; or
1076	1076	(C) any transfer or assignment having occurred;
1077	1077	(3) all liabilities and obligations of each merging
1078	1078	series that is a party to the merger are allocated to one or more of
1079	1079	the surviving or new series provided by the plan of merger;
1080	1080	(4) each surviving or new series to which a liability
1081	1081	or obligation is allocated under the plan of merger is the primary
1082	1082	obligor for the liability or obligation, and, except as otherwise
1083	1083	provided by the plan of merger or by law or contract, no other party
1084	1084	to the merger, other than a surviving merging series liable or
1085	1085	otherwise obligated at the time of the merger, and no other new
1086	1086	registered series or protected series created under the plan of
1087	1087	merger is liable for the debt or other obligation;
1088	1088	(5) any proceeding pending by or against any merging
1089	1089	series that is a party to the merger may be continued as if the
1090	1090	merger did not occur, or the surviving or new series to which the
1091	1091	liability, obligation, asset, or right associated with that
1092	1092	proceeding is allocated to and vested in under the plan of merger
1093	1093	may be substituted in the proceeding;
1094	1094	(6) any amendment to the company agreement provided by
1095	1095	the plan of merger becomes effective;
1096	1096	(7) any amendment to the certificate of registered
1097	1097	series of a surviving registered series that is contained in the
1098	1098	certificate of merger, and any certificate of amendment attached to
1099	1099	the certificate of merger that contains amendments to the
1100	1100	certificate of registered series of a surviving registered series,
1101	1101	becomes effective;
1102	1102	(8) each new registered series whose certificate of
1103	1103	registered series is included in the plan of merger and filed with
1104	1104	the certificate of merger, on meeting any additional requirements,
1105	1105	if any, of this subchapter for the series' formation, is formed as a
1106	1106	registered series under this subchapter as provided by the plan of
1107	1107	merger; and
1108	1108	(9) the membership interests of each merging series
1109	1109	that is a party to the merger and that are to be converted or
1110	1110	exchanged, wholly or partly, into membership interests,
1111	1111	obligations, rights to purchase securities, or other securities of
1112	1112	one or more of the surviving or new series, into cash or other
1113	1113	property, including membership interests, obligations, rights to
1114	1114	purchase securities, or other securities of any organization, or
1115	1115	into any combination of these, or that are to be canceled or remain
1116	1116	outstanding, are converted, exchanged, canceled, or remain
1117	1117	outstanding as provided in the plan of merger, and the former
1118	1118	members who held membership interests of each merging series that
1119	1119	is a party to the merger are entitled only to the rights provided by
1120	1120	the plan of merger.
1121	1121	(b) If the plan of merger does not provide for the
1122	1122	allocation and vesting of the right, title, and interest in any
1123	1123	particular real estate or other property or for the allocation of
1124	1124	any liability or obligation of any party to the merger, the
1125	1125	unallocated property is owned in undivided interest by, or the
1126	1126	liability or obligation is the joint and several liability and
1127	1127	obligation of, each of the surviving and new series, pro rata to the
1128	1128	total number of surviving and new series resulting from the merger.
1129	1129	(c) Unless otherwise agreed, a merger of a merging series of
1130	1130	a limited liability company, including a merging series which is
1131	1131	not a surviving or new series resulting from the merger:
1132	1132	(1) does not require such merging series to wind up its
1133	1133	affairs under Section 101.616 or pay its liabilities and distribute
1134	1134	its assets under Sections 11.053 and 101.617; and
1135	1135	(2) does not constitute an event requiring winding up
1136	1136	of the merging series.
1137	1137	Sec. 101.636. PROHIBITION ON MERGER PERMITTED. A company
1138	1138	agreement may provide that a protected series or registered series
1139	1139	company does not have the power to merge under Section 101.633.
1140	1140	SECTION 2. Section 1.201(b)(27), Business & Commerce Code,
1141	1141	is amended to read as follows:
1142	1142	(27) "Person" means an individual, corporation,
1143	1143	business trust, estate, trust, partnership, limited liability
1144	1144	company, association, joint venture, government, governmental
1145	1145	subdivision, agency, or instrumentality, public corporation, any
1146	1146	other legal or commercial entity, or a protected series or
1147	1147	registered [particular] series of a for-profit entity.
1148	1148	SECTION 3. Section 9.102(a)(71), Business & Commerce Code,
1149	1149	is amended to read as follows:
1150	1150	(71) "Registered organization" means an organization
1151	1151	formed or organized solely under the law of a single state or the
1152	1152	United States by the filing of a public organic record with, the
1153	1153	issuance of a public organic record by, or the enactment of
1154	1154	legislation by the state or the United States. The term includes a
1155	1155	business trust that is formed or organized under the law of a single
1156	1156	state if a statute of the state governing business trusts requires
1157	1157	that the business trust's organic record be filed with the state.
1158	1158	The term includes a series of a registered organization if the
1159	1159	series is formed or organized under the laws of a single state and
1160	1160	the statute of the state governing the series requires that the
1161	1161	public organic record of the series be filed with the state.
1162	1162	SECTION 4. Sections 71.002(2), (4), and (9), Business &
1163	1163	Commerce Code, are amended to read as follows:
1164	1164	(2) "Assumed name" means:
1165	1165	(A) for an individual, a name that does not
1166	1166	include the surname of the individual;
1167	1167	(B) for a partnership, a name that does not
1168	1168	include the surname or other legal name of each joint venturer or
1169	1169	general partner;
1170	1170	(C) for an individual or a partnership, a name,
1171	1171	including a surname, that suggests the existence of additional
1172	1172	owners by including words such as "Company," "& Company," "& Son,"
1173	1173	"& Sons," "& Associates," "Brothers," and similar words, but not
1174	1174	words that merely describe the business being conducted or the
1175	1175	professional service being rendered;
1176	1176	(D) for a limited partnership, a name other than
1177	1177	the name stated in its certificate of formation;
1178	1178	(E) for a company, a name used by the company;
1179	1179	(F) for a corporation, a name other than the name
1180	1180	stated in its certificate of formation or a comparable document;
1181	1181	(G) for a limited liability partnership, a name
1182	1182	other than the name stated in its application filed with the office
1183	1183	of the secretary of state or a comparable document; [and]
1184	1184	(H) for a limited liability company, a name other
1185	1185	than the name stated in its certificate of formation or a comparable
1186	1186	document, including the name of any protected series of the limited
1187	1187	liability company established by its company agreement; and
1188	1188	(I) for a registered series of a domestic limited
1189	1189	liability company, a name other than the name stated in its
1190	1190	certificate of registered series.
1191	1191	(4) "Company" means a real estate investment trust, a
1192	1192	joint-stock company, or any other business, professional, or other
1193	1193	association or legal entity that is not incorporated, other than a
1194	1194	partnership, limited partnership, limited liability company,
1195	1195	registered series of a limited liability company, limited liability
1196	1196	partnership, or foreign filing entity.
1197	1197	(9) "Person" includes an individual, partnership,
1198	1198	limited partnership, limited liability company, registered series
1199	1199	of a limited liability company, limited liability partnership,
1200	1200	company, corporation, or foreign filing entity.
1201	1201	SECTION 5. Section 71.003, Business & Commerce Code, is
1202	1202	amended by adding Subsection (b-1) to read as follows:
1203	1203	(b-1) This chapter does not require a registered series of a
1204	1204	limited liability company or its members to file a certificate to
1205	1205	conduct business or render a professional service in this state
1206	1206	under the name of the registered series as stated in the series'
1207	1207	certificate of registered series.
1208	1208	SECTION 6. Section 71.051, Business & Commerce Code, is
1209	1209	amended to read as follows:
1210	1210	Sec. 71.051. CERTIFICATE FOR CERTAIN UNINCORPORATED
1211	1211	PERSONS. A person must file a certificate under this subchapter if
1212	1212	the person regularly conducts business or renders a professional
1213	1213	service in this state under an assumed name other than as a
1214	1214	corporation, limited partnership, limited liability partnership,
1215	1215	limited liability company, protected series or registered series of
1216	1216	a limited liability company, or foreign filing entity.
1217	1217	SECTION 7. Section 71.101, Business & Commerce Code, is
1218	1218	amended to read as follows:
1219	1219	Sec. 71.101. CERTIFICATE FOR INCORPORATED BUSINESS OR
1220	1220	PROFESSION, LIMITED PARTNERSHIP, LIMITED LIABILITY PARTNERSHIP,
1221	1221	LIMITED LIABILITY COMPANY, REGISTERED SERIES, OR FOREIGN FILING
1222	1222	ENTITY. A corporation, limited partnership, limited liability
1223	1223	partnership, limited liability company, registered series of a
1224	1224	limited liability company, or foreign filing entity must file a
1225	1225	certificate under this subchapter if the registered series or
1226	1226	entity:
1227	1227	(1) regularly conducts business or renders
1228	1228	professional services in this state under an assumed name; or
1229	1229	(2) is required by law to use an assumed name in this
1230	1230	state to conduct business or render professional services.
1231	1231	SECTION 8. Section 71.102, Business & Commerce Code, is
1232	1232	amended to read as follows:
1233	1233	Sec. 71.102. CONTENTS OF CERTIFICATE. The certificate
1234	1234	must state:
1235	1235	(1) the assumed name under which the business is or is
1236	1236	to be conducted or the professional service is or is to be rendered;
1237	1237	(2) the registrant's name as stated in the
1238	1238	registrant's certificate of formation or application filed with the
1239	1239	office of the secretary of state or other comparable document,
1240	1240	except that:
1241	1241	(A) if the registrant is a limited liability
1242	1242	company that is filing under an assumed name used by a protected
1243	1243	series of the limited liability company, the certificate must state
1244	1244	the name of that protected series as stated in the company agreement
1245	1245	of the limited liability company and the name of the limited
1246	1246	liability company as stated in the company's certificate of
1247	1247	formation; or
1248	1248	(B) if the registrant is a registered series of a
1249	1249	limited liability company, the certificate must state the
1250	1250	registrant's name as stated in its certificate of registered series
1251	1251	and the name of the limited liability company as stated in the
1252	1252	company's certificate of formation;
1253	1253	(3) the state, country, or other jurisdiction under
1254	1254	the laws of which the registrant was formed, incorporated, or
1255	1255	organized;
1256	1256	(4) the period, not to exceed 10 years, during which
1257	1257	the registrant will use the assumed name;
1258	1258	(5) a statement specifying that the registrant is:
1259	1259	(A) a for-profit corporation, nonprofit
1260	1260	corporation, professional corporation, professional association,
1261	1261	or other type of corporation;
1262	1262	(B) a limited partnership, limited liability
1263	1263	partnership, [or] limited liability company, or registered series
1264	1264	of a limited liability company; or
1265	1265	(C) another type of incorporated business,
1266	1266	professional or other association, or legal entity, foreign or
1267	1267	domestic;
1268	1268	(6) the street or mailing address of the registrant's
1269	1269	principal office in this state or outside this state, as
1270	1270	applicable; and
1271	1271	(7) the county or counties in this state where the
1272	1272	registrant is or will be conducting business or rendering
1273	1273	professional services under the assumed name.
1274	1274	SECTION 9. Section 71.103(a), Business & Commerce Code, is
1275	1275	amended to read as follows:
1276	1276	(a) A corporation, limited partnership, limited liability
1277	1277	partnership, limited liability company, registered series of a
1278	1278	limited liability company, or foreign filing entity required to
1279	1279	file a certificate under Section 71.101 shall file the certificate
1280	1280	in the office of the secretary of state.
1281	1281	SECTION 10. Section 1.002, Business Organizations Code, is
1282	1282	amended by amending Subdivision (69-b) and adding Subdivisions
1283	1283	(77-a), (78-a), and (79-a) to read as follows:
1284	1284	(69-b) "Person" means an individual or a corporation,
1285	1285	partnership, limited liability company, business trust, trust,
1286	1286	association, or other organization, estate, government or
1287	1287	governmental subdivision or agency, or other legal entity, or a
1288	1288	protected series or registered series of a domestic limited
1289	1289	liability company or foreign entity.
1290	1290	(77-a) "Protected series" means a series of a domestic
1291	1291	limited liability company that is established as a protected series
1292	1292	in accordance with Section 101.602.
1293	1293	(78-a) "Registered series" means a series of a
1294	1294	domestic limited liability company that is formed as a registered
1295	1295	series in accordance with Section 101.602.
1296	1296	(79-a) "Series," with respect to a limited liability
1297	1297	company, means a designated series of members, managers, membership
1298	1298	interests, or assets that is a protected series or a registered
1299	1299	series, or that is neither a protected series nor a registered
1300	1300	series.
1301	1301	SECTION 11. Subchapter D, Chapter 4, Business Organizations
1302	1302	Code, is amended by adding Section 4.162 to read as follows:
1303	1303	Sec. 4.162. FILING FEES: REGISTERED SERIES OF LIMITED
1304	1304	LIABILITY COMPANY. (a) For a filing by or for a registered series
1305	1305	of a domestic limited liability company, the secretary of state
1306	1306	shall impose the following fees:
1307	1307	(1) for filing a certificate of registered series,
1308	1308	$300;
1309	1309	(2) for filing a certificate of amendment, $150; and
1310	1310	(3) for filing a certificate of termination, $40.
1311	1311	(b) For a filing by or for a registered series of a domestic
1312	1312	limited liability company when no other fee has been provided, the
1313	1313	secretary of state shall impose the same fee as the filing fee for a
1314	1314	similar instrument under Section 4.151.
1315	1315	SECTION 12. Section 5.001, Business Organizations Code, is
1316	1316	amended to read as follows:
1317	1317	Sec. 5.001. EFFECT ON RIGHTS UNDER OTHER LAW. (a) The
1318	1318	filing of a certificate of formation by a filing entity under this
1319	1319	code, an application for registration by a foreign filing entity
1320	1320	under this code, a certificate of registered series, or an
1321	1321	application for reservation or registration of a name under this
1322	1322	chapter does not authorize the use of a name in this state in
1323	1323	violation of a right of another under:
1324	1324	(1) the Trademark Act of 1946, as amended (15 U.S.C.
1325	1325	Section 1051 et seq.);
1326	1326	(2) Chapter 16 or 71, Business & Commerce Code; or
1327	1327	(3) common law.
1328	1328	(b) The secretary of state shall deliver a notice that
1329	1329	contains the substance of Subsection (a) to each of the following:
1330	1330	(1) a filing entity that files a certificate of
1331	1331	formation under this code;
1332	1332	(2) a foreign filing entity that registers under this
1333	1333	code;
1334	1334	(3) a person that reserves a name under Subchapter C;
1335	1335	[and]
1336	1336	(4) a person that registers a name under Subchapter D;
1337	1337	and
1338	1338	(5) a registered series of a domestic limited
1339	1339	liability company that files a certificate of registered series.
1340	1340	SECTION 13. Section 5.051, Business Organizations Code, is
1341	1341	amended to read as follows:
1342	1342	Sec. 5.051. ASSUMED NAME. A domestic entity, a protected
1343	1343	series or registered series of a domestic limited liability
1344	1344	company, or a foreign entity having authority to transact business
1345	1345	in this state may transact business under an assumed name by filing
1346	1346	an assumed name certificate in accordance with Chapter 71, Business &
1347	1347	Commerce Code. The requirements of this subchapter do not apply
1348	1348	to an assumed name set forth in an assumed name certificate filed
1349	1349	under that chapter.
1350	1350	SECTION 14. Section 5.052, Business Organizations Code, is
1351	1351	amended to read as follows:
1352	1352	Sec. 5.052. UNAUTHORIZED PURPOSE IN NAME PROHIBITED. (a) A
1353	1353	filing entity or a foreign filing entity may not have a name that
1354	1354	contains any word or phrase that indicates or implies that the
1355	1355	entity is engaged in a business that the entity is not authorized by
1356	1356	law to pursue.
1357	1357	(b) A registered series may not have a name that contains
1358	1358	any word or phrase that indicates or implies that the registered
1359	1359	series is engaged in a business that the registered series is not
1360	1360	authorized by law to pursue.
1361	1361	SECTION 15. Section 5.053(a), Business Organizations Code,
1362	1362	is amended to read as follows:
1363	1363	(a) The name of a filing entity or registered series of a
1364	1364	domestic limited liability company or the name under which a
1365	1365	foreign filing entity registers to transact business in this state
1366	1366	must be distinguishable in the records of the secretary of state
1367	1367	from:
1368	1368	(1) the name of another existing filing entity;
1369	1369	(2) the name of a foreign filing entity that is
1370	1370	registered under Chapter 9;
1371	1371	(3) the fictitious name under which a foreign filing
1372	1372	entity is registered to transact business in this state;
1373	1373	(4) a name that is reserved under Subchapter C; [or]
1374	1374	(5) a name that is registered under Subchapter D; or
1375	1375	(6) the name of another existing registered series of
1376	1376	a domestic limited liability company.
1377	1377	SECTION 16. Subchapter B, Chapter 5, Business Organizations
1378	1378	Code, is amended by adding Section 5.0561 to read as follows:
1379	1379	Sec. 5.0561. NAME OF REGISTERED SERIES OF LIMITED LIABILITY
1380	1380	COMPANY. The name of a registered series of a limited liability
1381	1381	company must contain:
1382	1382	(1) the phrase "registered series"; or
1383	1383	(2) the abbreviation "RS" or "R.S." of that phrase.
1384	1384	SECTION 17. Section 5.061, Business Organizations Code, is
1385	1385	amended to read as follows:
1386	1386	Sec. 5.061. NAME CONTAINING "LOTTO" OR "LOTTERY"
1387	1387	PROHIBITED. A filing entity, [or] a foreign filing entity, or a
1388	1388	registered series of a domestic limited liability company may not
1389	1389	have a name that contains the word "lotto" or "lottery."
1390	1390	SECTION 18. Section 5.062(a), Business Organizations Code,
1391	1391	is amended to read as follows:
1392	1392	(a) Subject to Subsection (b), a filing entity or a
1393	1393	registered series of a domestic limited liability company may not
1394	1394	have a name that:
1395	1395	(1) reasonably implies that the entity or registered
1396	1396	series is created by or for the benefit of war veterans or their
1397	1397	families; and
1398	1398	(2) contains the word or phrase, or any variation or
1399	1399	abbreviation of:
1400	1400	(A) "veteran";
1401	1401	(B) "legion";
1402	1402	(C) "foreign";
1403	1403	(D) "Spanish";
1404	1404	(E) "disabled";
1405	1405	(F) "war"; or
1406	1406	(G) "world war."
1407	1407	SECTION 19. Section 5.102(a), Business Organizations Code,
1408	1408	is amended to read as follows:
1409	1409	(a) The secretary of state may reserve a name under this
1410	1410	subchapter only if the name is distinguishable in the records of the
1411	1411	secretary of state from:
1412	1412	(1) the name of an existing filing entity;
1413	1413	(2) the name of a foreign filing entity that is
1414	1414	registered under Chapter 9;
1415	1415	(3) the fictitious name under which a foreign filing
1416	1416	entity is registered to transact business in this state;
1417	1417	(4) a name that is reserved under this subchapter;
1418	1418	[or]
1419	1419	(5) a name that is registered under Subchapter D; or
1420	1420	(6) the name of an existing registered series of a
1421	1421	domestic limited liability company.
1422	1422	SECTION 20. Section 5.153(a), Business Organizations Code,
1423	1423	is amended to read as follows:
1424	1424	(a) The secretary of state may register a name under this
1425	1425	subchapter only if the name is distinguishable in the records of the
1426	1426	secretary of state from:
1427	1427	(1) the name of an existing filing entity;
1428	1428	(2) the name of a foreign filing entity that is
1429	1429	registered under Chapter 9;
1430	1430	(3) the fictitious name under which a foreign filing
1431	1431	entity is registered to transact business in this state;
1432	1432	(4) a name that is reserved under Subchapter C; [or]
1433	1433	(5) a name that is registered under this subchapter;
1434	1434	or
1435	1435	(6) the name of an existing registered series of a
1436	1436	domestic limited liability company.
1437	1437	SECTION 21. Section 5.301, Business Organizations Code, is
1438	1438	amended to read as follows:
1439	1439	Sec. 5.301. APPLICABILITY OF SUBCHAPTER. (a) This
1440	1440	subchapter applies to service of process, notice, or demand on a
1441	1441	series of a domestic limited liability company or a series of a
1442	1442	foreign entity.
1443	1443	(b) For purposes of this subchapter, a reference to a
1444	1444	"series" is intended to be a reference to a protected series or
1445	1445	registered series of a domestic limited liability company or to a
1446	1446	series of a foreign entity that has the power to sue or be sued as a
1447	1447	separate series under the laws of the jurisdiction of formation of
1448	1448	the foreign entity.
1449	1449	SECTION 22. Section 11.206, Business Organizations Code, is
1450	1450	amended to read as follows:
1451	1451	Sec. 11.206. EFFECT OF REINSTATEMENT. (a) When the
1452	1452	reinstatement of a terminated entity takes effect:
1453	1453	(1) the existence of the terminated entity is
1454	1454	considered to have continued without interruption from the date of
1455	1455	termination; and
1456	1456	(2) the terminated entity may carry on its business as
1457	1457	if the termination of its existence had not occurred.
1458	1458	(b) The reinstatement of a terminated limited liability
1459	1459	company automatically reinstates any protected series or
1460	1460	registered series that terminated because of the termination of the
1461	1461	company.
1462	1462	SECTION 23. Section 101.0515, Business Organizations Code,
1463	1463	is amended to read as follows:
1464	1464	Sec. 101.0515. EXECUTION OF FILINGS. (a) Unless otherwise
1465	1465	provided by this title, a filing instrument of a limited liability
1466	1466	company must be signed by an authorized officer, manager, or member
1467	1467	of the limited liability company.
1468	1468	(b) Unless otherwise provided by this title, a filing
1469	1469	instrument of a registered series of a domestic limited liability
1470	1470	company must be signed by an authorized officer, manager, or member
1471	1471	of the registered series.
1472	1472	SECTION 24. Section 101.054(a), Business Organizations
1473	1473	Code, is amended to read as follows:
1474	1474	(a) Except as provided by this section, the following
1475	1475	provisions may not be waived or modified in the company agreement of
1476	1476	a limited liability company:
1477	1477	(1) this section;
1478	1478	(2) Section 101.101, 101.151, 101.206, 101.501, or
1479	1479	Subchapter M of Chapter 101, except that Sections 101.601(d),
1480	1480	101.610, 101.611, 101.613(a), 101.616(2)(A) through (D), 101.618,
1481	1481	or 101.619(b) may be waived or modified in the company agreement
1482	1482	[101.602(b), or 101.613];
1483	1483	(3) Chapter 1, if the provision is used to interpret a
1484	1484	provision or define a word or phrase contained in a section listed
1485	1485	in this subsection;
1486	1486	(4) Chapter 2, except that Section 2.104(c)(2),
1487	1487	2.104(c)(3), or 2.113 may be waived or modified in the company
1488	1488	agreement;
1489	1489	(5) Chapter 3, except that Subchapters C and E may be
1490	1490	waived or modified in the company agreement; or
1491	1491	(6) Chapter 4, 5, 10, 11, or 12, other than Section
1492	1492	11.056.
1493	1493	SECTION 25. Sections 101.611, 101.612, and 101.613,
1494	1494	Business Organizations Code, as amended by this Act, apply only to a
1495	1495	distribution made on or after the effective date of this Act. A
1496	1496	distribution made before the effective date of this Act is governed
1497	1497	by the law in effect on the date the distribution was made, and the
1498	1498	former law is continued in effect for that purpose.
1499	1499	SECTION 26. This Act takes effect June 1, 2022.