Texas 2021 - 87th Regular

Texas Senate Bill SB1523 Compare Versions

Version 1 (Old)

Version 2 (New)

Old	New		Differences
1		-	S.B. No. 1523
	1	+	By: Hancock S.B. No. 1523
	2	+	(Turner of Tarrant)
2	3
3	4
	5	+	A BILL TO BE ENTITLED
4	6		AN ACT
5	7		relating to registered and protected series of domestic limited
6	8		liability companies; authorizing fees.
7	9		BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
8	10		SECTION 1. Subchapter M, Chapter 101, Business
9	11		Organizations Code, is amended to read as follows:
10	12		SUBCHAPTER M. SERIES LIMITED LIABILITY COMPANY
11	13		Sec. 101.601. SERIES OF MEMBERS, MANAGERS, MEMBERSHIP
12	14		INTERESTS, OR ASSETS. (a) A company agreement may establish or
13	15		provide for the establishment of one or more designated series of
14	16		members, managers, membership interests, or assets that:
15	17		(1) has separate rights, powers, or duties with
16	18		respect to specified property or obligations of the limited
17	19		liability company or profits and losses associated with specified
18	20		property or obligations; or
19	21		(2) has a separate business purpose or investment
20	22		objective.
21	23		(b) A series established in accordance with Subsection (a)
22	24		or a protected series or registered series established in
23	25		accordance with Section 101.602 may carry on any business, purpose,
24	26		or activity, whether or not for profit, that is not prohibited by
25	27		Section 2.003.
26	28		(c) Nothing in this subchapter shall be construed to limit
27	29		the freedom to contract to a series that is not a protected series
28	30		or a registered series. Except as otherwise provided by
29	31		Sections 101.627 through 101.636, a series may not merge or
30	32		convert.
31	33		(d) The provisions of the company agreement that govern a
32	34		protected series or registered series may be amended by the
33	35		approval of:
34	36		(1) each member associated with the protected series
35	37		or registered series;
36	38		(2) the members of each other protected series and
37	39		registered series if the amendment adversely affects those members;
38	40		and
39	41		(3) the members of the limited liability company that
40	42		are not associated with any protected series or registered series
41	43		if the amendment adversely affects those members.
42	44		Sec. 101.602. ENFORCEABILITY OF OBLIGATIONS AND EXPENSES OF
43	45		PROTECTED SERIES OR REGISTERED SERIES AGAINST ASSETS. (a)
44	46		Notwithstanding any other provision of this chapter or any other
45	47		law, but subject to Subsection (b) and any other provision of this
46	48		subchapter:
47	49		(1) the debts, liabilities, obligations, and expenses
48	50		incurred, contracted for, or otherwise existing with respect to a
49	51		particular protected series or registered series shall be
50	52		enforceable against the assets of that series only, and shall not be
51	53		enforceable against the assets of the limited liability company
52	54		generally or any other series; and
53	55		(2) none of the debts, liabilities, obligations, and
54	56		expenses incurred, contracted for, or otherwise existing with
55	57		respect to the limited liability company generally or any other
56	58		series shall be enforceable against the assets of a particular
57	59		protected series or registered series.
58	60		(b) Subsection (a) applies only [if]:
59	61		(1) to the extent the records maintained for that
60	62		particular protected series or registered series account for the
61	63		assets associated with that series separately from the other assets
62	64		of the company or any other series;
63	65		(2) if the company agreement contains a statement to
64	66		the effect of the limitations provided in Subsection (a), subject
65	67		to any exceptions permitted under Subsection (d); and
66	68		(3) if the company's certificate of formation contains
67	69		a notice of the limitations provided in Subsection (a), subject to
68	70		any exceptions permitted under Subsection (d).
69	71		(c) A certificate of registered series must be filed with
70	72		the secretary of state to form a registered series.
71	73		(d) Subsection (a) or any provision contained in a [limited
72	74		liability] company agreement, [or] certificate of formation, or
73	75		certificate of registered series pursuant to Subsections
74	76		[Subsection] (a) and (b) does not restrict:
75	77		(1) a particular protected series or registered series
76	78		or a limited liability company on behalf of a particular protected
77	79		series or registered series from expressly agreeing in the company
78	80		agreement, the certificate of formation, any certificate of
79	81		registered series, or in another [other] written agreement that
80	82		does not violate that agreement or those certificates that any [or
81	83		all] of the debts, liabilities, obligations, and expenses incurred,
82	84		contracted for, or otherwise existing with respect to the company
83	85		generally or any other series of the company shall be enforceable
84	86		against the assets of that particular protected series or
85	87		registered series if there are one or more liabilities that are
86	88		recourse to the company generally or any other series and that
87	89		cannot be enforced against those assets pursuant to the company
88	90		agreement, the certificate of formation, any certificate of
89	91		registered series, or in another written agreement that does not
90	92		violate that agreement or those certificates; or
91	93		(2) a limited liability company from expressly
92	94		agreeing in the company agreement or other written agreement that
93	95		any or all of the debts, liabilities, obligations, and expenses
94	96		incurred, contracted for, or otherwise existing with respect to a
95	97		particular protected series or registered series shall be
96	98		enforceable against the assets of the company generally.
97	99		(e) A company agreement does not need to use the term
98	100		"protected" or "registered" or refer to this section when
99	101		referencing a series. A series established by a company agreement
100	102		without designating whether the series is a protected series or
101	103		registered series and without filing the certificate of registered
102	104		series required by Subsection (c) is a protected series if it meets
103	105		the requirements of Subsections (a) and (b), subject to any
104	106		exceptions permitted by Subsection (d).
105	107		(f) A series established in accordance with this section,
106	108		but without filing the certificate of registered series under
107	109		Subsection (c), is a protected series.
108	110		(g) A series established in accordance with this section,
109	111		including by filing the certificate of registered series under
110	112		Subsection (c), is a registered series.
111	113		Sec. 101.603. ASSETS OF PROTECTED SERIES OR REGISTERED
112	114		SERIES. (a) Assets associated with a protected series or
113	115		registered series may be held directly or indirectly, including
114	116		being held in the name of the protected series or registered series,
115	117		in the name of the limited liability company, through a nominee, or
116	118		otherwise.
117	119		(b) To the extent [If] the records of a protected series or
118	120		registered series are maintained in a manner so that the assets of
119	121		the protected series or registered series can be reasonably
120	122		identified by specific listing, category, type, quantity, or
121	123		computational or allocational formula or procedure, including a
122	124		percentage or share of any assets, or by any other method in which
123	125		the identity of the assets can be objectively determined, the
124	126		records are considered to satisfy the requirements of Section
125	127		101.602(b)(1).
126	128		(c) In this subchapter, a reference to:
127	129		(1) "assets of a protected series" or "assets of a
128	130		registered series" includes assets associated with that series;
129	131		(2) "assets associated with a protected series" or
130	132		"assets associated with a registered series" includes assets of
131	133		that series;
132	134		(3) "members or managers of a protected series" or
133	135		"members or managers of a registered series" includes members or
134	136		managers associated with that series; and
135	137		(4) "members or managers associated with a protected
136	138		series" or "members or managers associated with a registered
137	139		series" includes members or managers of that series.
138	140		Sec. 101.604. NOTICE OF LIMITATION ON LIABILITIES OF
139	141		PROTECTED SERIES OR REGISTERED SERIES. (a) Notice of the
140	142		limitation on liabilities of a protected series or registered
141	143		series required by Section 101.602 that is contained in a
142	144		certificate of formation filed with the secretary of state
143	145		satisfies the requirements of Section 101.602(b)(3), regardless of
144	146		whether:
145	147		(1) the limited liability company has established any
146	148		protected series or registered series under this subchapter when
147	149		the notice is contained in the certificate of formation; [and]
148	150		(2) the notice makes a reference to a specific
149	151		protected series or registered series of the limited liability
150	152		company; and
151	153		(3) the notice:
152	154		(A) uses the term "protected" or "registered"
153	155		when referencing the series; or
154	156		(B) includes a reference to Section 101.602.
155	157		(b) The fact that the certificate of formation filed with
156	158		the secretary of state contains the notice of the limitation on
157	159		liabilities of a protected series or registered series required by
158	160		Section 101.602 is notice of that limitation on liabilities of a
159	161		protected series or registered series.
160	162		Sec. 101.605. GENERAL POWERS OF PROTECTED SERIES OR
161	163		REGISTERED SERIES. A protected series or registered series
162	164		established under this subchapter has the power and capacity, in
163	165		the [series' own] name of the protected series or registered
164	166		series, to:
165	167		(1) sue and be sued;
166	168		(2) contract;
167	169		(3) acquire, sell, and hold title to assets of the
168	170		protected series or registered series, including real property,
169	171		personal property, and intangible property;
170	172		(4) grant liens and security interests in assets of
171	173		the protected series or registered series;
172	174		(5) be a promoter, organizer, partner, owner, member,
173	175		associate, or manager of an organization; and
174	176		(6) exercise any power or privilege as necessary or
175	177		appropriate to the conduct, promotion, or attainment of the
176	178		business, purposes, or activities of the protected series or
177	179		registered series.
178	180		Sec. 101.606. LIABILITY OF MEMBER OR MANAGER FOR
179	181		OBLIGATIONS; DUTIES. (a) Except as and to the extent the company
180	182		agreement specifically provides otherwise, a member or manager
181	183		associated with a protected series or registered series or a member
182	184		or manager of the company is not liable for a debt, obligation, or
183	185		liability of a protected series or registered series, including a
184	186		debt, obligation, or liability under a judgment, decree, or court
185	187		order.
186	188		(b) Notwithstanding Subsection (a), a member or manager
187	189		associated with a protected series or registered series or a member
188	190		or manager of the company may agree to be obligated personally for
189	191		any or all of the debts, obligations, and liabilities of one or more
190	192		protected series or registered series under the company agreement
191	193		or another agreement.
192	194		(c) The company agreement may expand or restrict any duties,
193	195		including fiduciary duties, and related liabilities that a member,
194	196		manager, officer, or other person associated with a protected
195	197		series or registered series has to:
196	198		(1) the protected series or registered series or the
197	199		company;
198	200		(2) a member or manager associated with the protected
199	201		series or registered series; or
200	202		(3) a member or manager of the company.
201	203		Sec. 101.607. CLASS OR GROUP OF MEMBERS OR MANAGERS. (a)
202	204		The company agreement may:
203	205		(1) establish classes or groups of one or more members
204	206		or managers associated with a protected series or registered series
205	207		each of which has certain express relative rights, powers, and
206	208		duties, including voting rights; and
207	209		(2) provide for the manner of establishing additional
208	210		classes or groups of one or more members or managers associated with
209	211		the protected series or registered series each of which has certain
210	212		express rights, powers, and duties, including providing for voting
211	213		rights and rights, powers, and duties senior to existing classes
212	214		and groups of members or managers associated with the protected
213	215		series or registered series.
214	216		(b) The company agreement may provide for the taking of an
215	217		action[, including the amendment of the company agreement,] without
216	218		the vote or approval of any member or manager or class or group of
217	219		members or managers, including the amendment of the company
218	220		agreement or an action to create under the provisions of the company
219	221		agreement a class or group of the protected series or registered
220	222		series of membership interests that was not previously outstanding.
221	223		(c) The company agreement may provide that:
222	224		(1) all or certain identified members or managers or a
223	225		specified class or group of the members or managers associated with
224	226		a protected series or registered series have the right to vote on
225	227		any matter separately or with all or any class or group of the
226	228		members or managers associated with the protected series or
227	229		registered series;
228	230		(2) any member or class or group of members associated
229	231		with a protected series or registered series has no voting rights;
230	232		and
231	233		(3) voting by members or managers associated with a
232	234		protected series or registered series is on a per capita, number,
233	235		financial interest, class, group, or any other basis.
234	236		Sec. 101.608. GOVERNING AUTHORITY. (a) Notwithstanding
235	237		any conflicting provision of the certificate of formation of a
236	238		limited liability company or the certificate of registered series,
237	239		the governing authority of a protected series or registered series
238	240		consists of the managers or members associated with the protected
239	241		series or registered series as provided in the company agreement.
240	242		(b) If the company agreement does not provide for the
241	243		governing authority of the protected series or registered series,
242	244		the governing authority of the protected series or registered
243	245		series consists of:
244	246		(1) the managers associated with the protected series
245	247		or registered series, if the company's certificate of formation
246	248		states that the company has [will have] one or more managers; or
247	249		(2) the members associated with the protected series
248	250		or registered series, if the company's certificate of formation
249	251		does not provide [states] that the company has [will not have]
250	252		managers.
251	253		Sec. 101.609. APPLICABILITY OF OTHER PROVISIONS OF CHAPTER
252	254		OR TITLE 1; SYNONYMOUS TERMS. (a) To the extent not inconsistent
253	255		with this subchapter, this chapter applies to a protected series or
254	256		registered series and its associated members and managers.
255	257		(b) For purposes of the application of any other provision
256	258		of this chapter to a provision of this subchapter, and as the
257	259		context requires:
258	260		(1) a reference to "limited liability company" or
259	261		"company" means the "protected series" or "registered series";
260	262		(2) a reference to "member" means "member associated
261	263		with the protected series" or "member associated with the
262	264		registered series"; and
263	265		(3) a reference to "manager" means "manager associated
264	266		with the protected series[.]" or "manager associated with the
265	267		registered series."
266	268		(c) To the extent not inconsistent with this subchapter, a
267	269		protected series or registered series and the governing persons and
268	270		officers associated with the protected series or registered series
269	271		have the powers and rights provided by Subchapters C and D, Chapter
270	272		3, and Subchapter F, Chapter 10. For purposes of those provisions,
271	273		and as the context requires:
272	274		(1) a reference to "entity," "domestic entity," or
273	275		"filing entity" includes the "protected series" or "registered
274	276		series";
275	277		(2) a reference to "governing person"
276	278		includes "governing person associated with the protected series"
277	279		or "governing person associated with the registered series";
278	280		(3) a reference to "governing authority"
279	281		includes "governing authority associated with the protected
280	282		series" or "governing authority associated with the registered
281	283		series"; and
282	284		(4) a reference to "officer" includes "officer
283	285		associated with the protected series[.]" or "officer associated
284	286		with the registered series."
285	287		Sec. 101.610. EFFECT OF CERTAIN EVENT ON MANAGER OR MEMBER.
286	288		(a) An event that under this chapter or the company agreement
287	289		causes a manager to cease to be a manager with respect to a
288	290		protected series or registered series does not, in and of itself,
289	291		cause the manager to cease to be a manager of the limited liability
290	292		company or with respect to any other protected series or registered
291	293		series of the company.
292	294		(b) An event that under this chapter or the company
293	295		agreement causes a member to cease to be associated with a protected
294	296		series or registered series does not, in and of itself, cause the
295	297		member to cease to be associated with any other protected series or
296	298		registered series or terminate the continued membership of a member
297	299		in the limited liability company or require the winding up of the
298	300		protected series or registered series, regardless of whether the
299	301		member was the last remaining member associated with the protected
300	302		series or registered series.
301	303		Sec. 101.611. MEMBER STATUS WITH RESPECT TO DISTRIBUTION.
302	304		(a) Subject to Sections 101.613, 101.617, 101.618, 101.619, and
303	305		101.620, when a member associated with a protected series or
304	306		registered series established under this subchapter is entitled to
305	307		receive a distribution with respect to the protected series or
306	308		registered series, the member, with respect to the distribution,
307	309		has the same status as a creditor of the protected series or
308	310		registered series and is entitled to any remedy available to a
309	311		creditor of the protected series or registered series.
310	312		(b) Section 101.206 does not apply to a distribution with
311	313		respect to the protected series or registered series.
312	314		Sec. 101.612. RECORD DATE FOR ALLOCATIONS AND
313	315		DISTRIBUTIONS. A company agreement may establish or provide for
314	316		the establishment of a record date for allocations and
315	317		distributions with respect to a protected series or registered
316	318		series.
317	319		Sec. 101.613. DISTRIBUTIONS. (a) A limited liability
318	320		company may make a distribution with respect to a protected series
319	321		or registered series.
320	322		(b) A limited liability company may not make a distribution
321	323		with respect to a protected series or registered series to a member
322	324		if, immediately after making the distribution, the total amount of
323	325		the liabilities of the protected series or registered series, other
324	326		than liabilities described by Subsection (c), exceeds the fair
325	327		value of the assets associated with the protected series or
326	328		registered series.
327	329		(c) For purposes of Subsection (b), the liabilities of a
328	330		protected series or registered series do not include:
329	331		(1) a liability to a member related to the member's
330	332		membership interest associated with the protected series or
331	333		registered series; or
332	334		(2) except as provided by Subsection (e), a liability
333	335		of the protected series or registered series for which the recourse
334	336		of creditors is limited to specified property of the protected
335	337		series or registered series.
336	338		(d) For purposes of Subsection (b), the assets associated
337	339		with a protected series or registered series include the fair value
338	340		of property of the protected series or registered series subject to
339	341		a liability for which recourse of creditors is limited to specified
340	342		property of the protected series or registered series only if the
341	343		fair value of that property exceeds the liability.
342	344		(e) A member who receives a distribution from a protected
343	345		series or registered series in violation of this section is not
344	346		required to return the distribution to the protected series or
345	347		registered series unless the member had knowledge of the violation.
346	348		(f) This section may not be construed to affect the
347	349		obligation of a member to return a distribution to the protected
348	350		series or registered series under the company agreement, another
349	351		agreement, or other state or federal law.
350	352		(g) Section 101.206 does not apply to a distribution with
351	353		respect to a protected series or registered series.
352	354		(h) For purposes of this section, "distribution" does not
353	355		include an amount constituting reasonable compensation for present
354	356		or past services or a reasonable payment made in the ordinary course
355	357		of business under a bona fide retirement plan or other benefits
356	358		program.
357	359		(i) For purposes of this subchapter, the determination of
358	360		the amount of the liabilities or the value of the assets of a
359	361		protected series or registered series may be based on:
360	362		(1) financial statements of the protected series or
361	363		registered series, which may include the financial statements of
362	364		subsidiary entities of the protected series or registered series
363	365		accounted for on a consolidated basis or on the equity method of
364	366		accounting that:
365	367		(A) present the financial condition of the
366	368		protected series or registered series, and any subsidiary entity
367	369		included in those financial statements, in accordance with
368	370		generally accepted accounting principles or international
369	371		financial reporting standards; or
370	372		(B) have been prepared using the method of
371	373		accounting used to file a federal income tax return for the
372	374		protected series or registered series or using any other accounting
373	375		practices or principles that are reasonable under the
374	376		circumstances;
375	377		(2) financial information, including condensed or
376	378		summary financial statements, that is prepared on the same basis as
377	379		financial statements described by Subdivision (1);
378	380		(3) projections, forecasts, or other forward-looking
379	381		information relating to the future economic performance, financial
380	382		condition, or liquidity of the protected series or registered
381	383		series that is reasonable under the circumstances;
382	384		(4) a fair valuation or information from any other
383	385		method that is reasonable under the circumstances; or
384	386		(5) a combination of a statement, valuation, or
385	387		information authorized by this subsection.
386	388		(j) Subsection (i) does not apply to the computation of any
387	389		tax imposed on a protected series or registered series under the
388	390		laws of this state.
389	391		(k) An action alleging a distribution is made in violation
390	392		of this section must be commenced not later than the second
391	393		anniversary of the date of the distribution.
392	394		Sec. 101.614. AUTHORITY TO WIND UP AND TERMINATE PROTECTED
393	395		SERIES OR REGISTERED SERIES. Except to the extent otherwise
394	396		provided in the company agreement and subject to Sections 101.617,
395	397		101.618, 101.619, and 101.620, a protected series or registered
396	398		series and its business and affairs may be wound up and terminated
397	399		without causing the winding up of the limited liability company.
398	400		Sec. 101.615. TERMINATION OF PROTECTED SERIES OR REGISTERED
399	401		SERIES. (a) Except as otherwise provided by Sections 101.617,
400	402		101.618, 101.619, and 101.620, the protected series terminates on
401	403		the completion of the winding up of the business and affairs of the
402	404		protected series in accordance with Sections 101.617, 101.618,
403	405		101.619, and 101.620.
404	406		(b) Except as otherwise provided by Sections 101.617,
405	407		101.618, 101.619, and 101.620, the registered series terminates on:
406	408		(1) the completion of the winding up of the business
407	409		and affairs of the registered series in accordance with Sections
408	410		101.617, 101.618, 101.619, and 101.620; and
409	411		(2) the effectiveness of the filing with the secretary
410	412		of state of a certificate of termination for the registered series.
411	413		(c) The limited liability company shall provide notice of
412	414		the termination of a protected series or registered series in the
413	415		manner provided in the company agreement for notice of termination,
414	416		if any.
415	417		(d) [(c)] The termination of the protected series or
416	418		registered series does not affect the limitation on liabilities of
417	419		the protected series or registered series provided by Section
418	420		101.602.
419	421		Sec. 101.616. EVENT REQUIRING WINDING UP. Subject to
420	422		Sections 101.617, 101.618, 101.619, and 101.620, the business and
421	423		affairs of a protected series or registered series are required to
422	424		be wound up:
423	425		(1) if the winding up of the limited liability company
424	426		is required under Section 101.552(a) or Chapter 11; or
425	427		(2) on the earlier of:
426	428		(A) the time specified for winding up the
427	429		protected series or registered series in the company agreement;
428	430		(B) the occurrence of an event specified with
429	431		respect to the protected series or registered series in the company
430	432		agreement;
431	433		(C) the occurrence of a majority vote of all of
432	434		the members associated with the protected series or registered
433	435		series approving the winding up of the protected series or
434	436		registered series or, if there is more than one class or group of
435	437		members associated with the protected series or registered series,
436	438		a majority vote of the members of each class or group of members
437	439		associated with the protected series or registered series approving
438	440		the winding up of the protected series or registered series;
439	441		(D) if the protected series or registered series
440	442		has no members, the occurrence of a majority vote of all of the
441	443		managers associated with the protected series or registered series
442	444		approving the winding up of the protected series or registered
443	445		series or, if there is more than one class or group of managers
444	446		associated with the protected series or registered series, a
445	447		majority vote of the managers of each class or group of managers
446	448		associated with the protected series or registered series approving
447	449		the winding up of the protected series or registered series; or
448	450		(E) a determination by a court in accordance with
449	451		Section 101.621.
450	452		Sec. 101.617. PROCEDURES FOR WINDING UP AND TERMINATION OF
451	453		PROTECTED SERIES OR REGISTERED SERIES. (a) The following
452	454		provisions apply to a protected series or registered series and the
453	455		associated members and managers of the protected series or
454	456		registered series:
455	457		(1) Subchapters A, G, H, and I, Chapter 11; and
456	458		(2) Subchapter B, Chapter 11, other than Sections
457	459		11.051, 11.056, 11.057, 11.058, and 11.059.
458	460		(b) The following provisions apply to a registered series
459	461		and the associated members and managers of the registered series:
460	462		(1) Subchapters E and F, Chapter 11; and
461	463		(2) Section 11.102.
462	464		(c) For purposes of the application of Chapter 11 to a
463	465		protected series or registered series and as the context requires:
464	466		(1) a reference to "domestic entity," "filing entity,"
465	467		"domestic filing entity," or "entity" means the "protected series"
466	468		or "registered series";
467	469		(2) a reference to an "owner" means a "member
468	470		associated with the protected series" or "member associated with
469	471		the registered series";
470	472		(3) a reference to the "governing authority" or a
471	473		"governing person" means:
472	474		(A) the "governing authority associated with the
473	475		protected series" or a "governing person associated with the
474	476		protected series"; or
475	477		(B) the "governing authority associated with the
476	478		registered series" or a "governing person associated with the
477	479		registered series"; and
478	480		(4) a reference to "business," "property,"
479	481		"obligations," or "liabilities" means:
480	482		(A) the "business associated with the protected
481	483		series," "property associated with the protected series,"
482	484		"obligations associated with the protected series," or
483	485		"liabilities associated with the protected series[.]"; or
484	486		(B) the "business associated with the registered
485	487		series," "property associated with the registered series,"
486	488		"obligations associated with the registered series," or
487	489		"liabilities associated with the registered series."
488	490		(d) [(c)] After the occurrence of an event requiring
489	491		winding up of a protected series or registered series under Section
490	492		101.616, unless a revocation as provided by Section 101.618 or a
491	493		cancellation as provided by Section 101.619 occurs, the winding up
492	494		of the protected series or registered series must be carried out by:
493	495		(1) the governing authority of the protected series or
494	496		registered series or one or more persons, including a governing
495	497		person, designated by:
496	498		(A) the governing authority of the protected
497	499		series or registered series;
498	500		(B) the members associated with the protected
499	501		series or registered series; or
500	502		(C) the company agreement; or
501	503		(2) a person appointed by the court to carry out the
502	504		winding up of the protected series or registered series under
503	505		Section 11.054, 11.405, 11.409, or 11.410.
504	506		(e) [(d)] An action taken in accordance with this section
505	507		does not affect the limitation on liability of members and managers
506	508		provided by Section 101.606.
507	509		Sec. 101.618. REVOCATION OF VOLUNTARY WINDING UP. Before
508	510		the termination of the protected series or registered series takes
509	511		effect, a voluntary decision to wind up the protected series or
510	512		registered series under Section 101.616(2)(C) or (D) may be revoked
511	513		by:
512	514		(1) a majority vote of all of the members associated
513	515		with the protected series or registered series approving the
514	516		revocation or, if there is more than one class or group of members
515	517		associated with the protected series or registered series, a
516	518		majority vote of the members of each class or group of members
517	519		associated with the protected series or registered series approving
518	520		the revocation; or
519	521		(2) if the protected series or registered series has
520	522		no members, a majority vote of all the managers associated with the
521	523		protected series or registered series approving the revocation or,
522	524		if there is more than one class or group of managers associated with
523	525		the protected series or registered series, a majority vote of the
524	526		managers of each class or group of managers associated with the
525	527		protected series or registered series approving the revocation.
526	528		Sec. 101.619. CANCELLATION OF EVENT REQUIRING WINDING UP.
527	529		(a) Unless the cancellation is prohibited by the company
528	530		agreement, an event requiring winding up of the protected series or
529	531		registered series under Section 101.616(2)(A) or (B) [101.616(1) or
530	532		(2)] may be canceled by the consent of all of the members of the
531	533		protected series or registered series before the termination of the
532	534		protected series or registered series takes effect.
533	535		(b) In connection with the cancellation, the members must
534	536		amend the company agreement to:
535	537		(1) eliminate or extend the time specified for the
536	538		protected series or registered series if the event requiring
537	539		winding up of the protected series or registered series occurred
538	540		under Section 101.616(2)(A) [101.616(1)]; or
539	541		(2) eliminate or revise the event specified with
540	542		respect to the protected series or registered series if the event
541	543		requiring winding up of the protected series or registered series
542	544		occurred under Section 101.616(2)(B) [101.616(2)].
543	545		Sec. 101.620. CONTINUATION OF BUSINESS. The protected
544	546		series or registered series may continue its business following the
545	547		revocation under Section 101.618 or the cancellation under Section
546	548		101.619.
547	549		Sec. 101.621. WINDING UP BY COURT ORDER. A district court
548	550		in the county in which the registered office or principal place of
549	551		business in this state of a domestic limited liability company is
550	552		located, on application by or for a member associated with a
551	553		protected series or registered [the] series of the company, has
552	554		jurisdiction to order the winding up and termination of the
553	555		protected series or registered [a] series if the court determines
554	556		that:
555	557		(1) it is not reasonably practicable to carry on the
556	558		business of the protected series or registered series in conformity
557	559		with the company agreement;
558	560		(2) the economic purpose of the protected series or
559	561		registered series is likely to be unreasonably frustrated; or
560	562		(3) another member associated with the protected
561	563		series or registered series has engaged in conduct relating to the
562	564		protected series' or registered series' business that makes it not
563	565		reasonably practicable to carry on the business with that member.
564	566		Sec. 101.622. PROTECTED SERIES OR REGISTERED SERIES NOT A
565	567		SEPARATE DOMESTIC ENTITY OR ORGANIZATION. For purposes of this
566	568		chapter and Title 1, a protected series or registered series has the
567	569		rights, powers, and duties provided by this subchapter to the
568	570		protected series or registered series but is not a separate
569	571		domestic entity or organization.
570	572		Sec. 101.623. FILING OF CERTIFICATE OF REGISTERED SERIES.
571	573		(a) To establish a registered series of a limited liability company
572	574		in accordance with Section 101.602, a certificate of registered
573	575		series for the registered series must be filed in accordance with
574	576		this section.
575	577		(b) A certificate of registered series must state:
576	578		(1) the name of the limited liability company;
577	579		(2) the name of the registered series being formed,
578	580		which must conform with the requirements of Section 5.056(c); and
579	581		(3) if the registered series is formed under a plan of
580	582		conversion or merger, a statement to that effect.
581	583		(c) A certificate of registered series may include any other
582	584		provisions not inconsistent with law relating to the organization,
583	585		ownership, governance, business, or affairs of the registered
584	586		series.
585	587		(d) A certificate of registered series shall be executed by
586	588		the limited liability company in accordance with Section 101.0515
587	589		and filed with the secretary of state in accordance with and take
588	590		effect as a filing instrument as specified by Chapter 4.
589	591		(e) A certificate of registered series is not an amendment
590	592		to the certificate of formation of the limited liability company.
591	593		(f) If a new registered series is established under a plan
592	594		of conversion or plan of merger, the certificate of registered
593	595		series of the registered series must be filed simultaneously with
594	596		the certificate of conversion or certificate of merger under
595	597		Section 101.627(b) or 101.634(e). The certificate of registered
596	598		series is not required to be filed separately under Subsection (a).
597	599		The formation and existence of a registered series that results
598	600		from a conversion or merger takes effect and commences on the
599	601		effectiveness of the conversion or merger.
600	602		Sec. 101.624. AMENDING CERTIFICATE OF REGISTERED SERIES.
601	603		(a) A certificate of registered series is amended by filing a
602	604		certificate of amendment in accordance with this section.
603	605		(b) If the company agreement of the limited liability
604	606		company specifies the manner of adopting an amendment to the
605	607		certificate of registered series, the amendment must be adopted as
606	608		specified by the company agreement. If the company agreement does
607	609		not specify the manner of adopting an amendment to the certificate
608	610		of registered series but specifies the manner of adopting an
609	611		amendment to the provisions of the company agreement governing the
610	612		registered series, the amendment must be adopted as specified in
611	613		the company agreement for the adoption of an amendment to the
612	614		provisions of the company agreement governing the registered
613	615		series. If the company agreement does not specify the manner of
614	616		adopting an amendment to the certificate of registered series or to
615	617		the provisions of the company agreement governing the registered
616	618		series, the amendment must be approved:
617	619		(1) by all of the members of the registered series;
618	620		(2) if the registered series does not yet have any
619	621		members but has managers, by all of the managers of the registered
620	622		series; or
621	623		(3) if the registered series does not have members or
622	624		managers, in the manner specified by the company agreement for
623	625		authorization of the establishment of a new registered series of
624	626		the limited liability company.
625	627		(c) The certificate of amendment must state:
626	628		(1) the name of the limited liability company;
627	629		(2) the name of the registered series;
628	630		(3) for each provision of the certificate of
629	631		registered series that is added, altered, or deleted, an
630	632		identification by reference or description of the added, altered,
631	633		or deleted provision and, if the provision is added or altered, a
632	634		statement of the text of the altered or added provision; and
633	635		(4) that the amendment has been approved in the manner
634	636		required by this subchapter and by the governing documents of the
635	637		registered series.
636	638		(d) A manager associated with a registered series or, if
637	639		there is no manager, any member associated with the registered
638	640		series who becomes aware that any statement in a certificate of
639	641		registered series filed with respect to the registered series was
640	642		false when made, or that any provision in the certificate of
641	643		registered series has changed making the certificate of registered
642	644		series false in any material respect, shall promptly amend the
643	645		certificate of registered series.
644	646		(e) The certificate of amendment must be executed by the
645	647		registered series in accordance with Section 101.0515 and shall be
646	648		filed with the secretary of state in accordance with and take effect
647	649		as a filing instrument as specified by Chapter 4.
648	650		Sec. 101.625. CERTIFICATE OF TERMINATION FOR REGISTERED
649	651		SERIES. (a) On completion of the winding up of a registered
650	652		series, a certificate of termination shall be filed in accordance
651	653		with this section.
652	654		(b) The certificate of termination must contain:
653	655		(1) the name of the limited liability company;
654	656		(2) the name of the registered series;
655	657		(3) the registered series' filing number assigned by
656	658		the secretary of state;
657	659		(4) the nature of the event requiring winding up the
658	660		registered series;
659	661		(5) a statement that the registered series has
660	662		complied with the provisions of this code governing the series'
661	663		winding up; and
662	664		(6) any other information the person filing the
663	665		certificate of termination determines.
664	666		(c) The certificate of termination must be executed by the
665	667		registered series in accordance with Section 101.0515 and shall be
666	668		filed with the secretary of state in accordance with and take effect
667	669		as a filing instrument as specified by Chapter 4.
668	670		(d) The secretary of state may not issue a certificate of
669	671		fact confirming the existence of a registered series if the limited
670	672		liability company has ceased to be in existence.
671	673		Sec. 101.626. NAME OF REGISTERED SERIES. The name of each
672	674		registered series included in a series' certificate of registered
673	675		series must:
674	676		(1) comply with the requirements of Chapter 5; and
675	677		(2) contain the name of the limited liability company
676	678		and the phrase or abbreviation required by Section 5.0561.
677	679		Sec. 101.627. CONVERSION OF A REGISTERED SERIES TO A
678	680		PROTECTED SERIES. (a) Upon compliance with Section 101.628, a
679	681		registered series of a domestic limited liability company may
680	682		convert to a protected series of the domestic limited liability
681	683		company by filing a certificate of conversion that complies with
682	684		Section 101.631 with the secretary of state in accordance with, and
683	685		taking effect as a filing instrument as specified, by Chapter 4.
684	686		(b) Upon compliance with Section 101.628, a protected
685	687		series of a domestic limited liability company may convert to a
686	688		registered series of the domestic limited liability company by
687	689		filing simultaneously with the secretary of state in accordance
688	690		with, and taking effect as a filing instrument as specified by,
689	691		Chapter 4:
690	692		(1) a certificate of conversion that complies with
691	693		Section 101.631; and
692	694		(2) a certificate of registered series as provided by
693	695		Section 101.623.
694	696		(c) An existing registered series may not become a protected
695	697		series except as provided by Subsection (a) and Sections 101.628
696	698		through 101.632.
697	699		(d) For purposes of this section and Sections 101.628
698	700		through 101.632:
699	701		(1) "Conversion" means the continuation of:
700	702		(A) a registered series as a protected series; or
701	703		(B) a protected series as a registered series.
702	704		(2) "Converted series" means a registered series or
703	705		protected series resulting from a conversion of, respectively, a
704	706		protected series or registered series, of a domestic limited
705	707		liability company.
706	708		(3) "Converting series" means a registered series or
707	709		protected series before a conversion of that series.
708	710		(4) "Plan of conversion" means a document that
709	711		conforms with the requirements of Section 101.628.
710	712		Sec. 101.628. AUTHORIZATION OF CONVERSION. (a) A
711	713		converting series of a domestic limited liability company may
712	714		convert to a converted series of the company by adopting a plan of
713	715		conversion of the converting series to a converted series of the
714	716		company.
715	717		(b) If the company agreement of the limited liability
716	718		company specifies the manner of adopting a plan of conversion of a
717	719		converting series to a converted series of that company, the plan of
718	720		conversion must be adopted as specified by the company agreement.
719	721		If the company agreement does not specify the manner of adopting a
720	722		plan of conversion of a converting series of the company to a
721	723		converted series of that company and does not prohibit a conversion
722	724		of a converting series to a converted series, the plan of conversion
723	725		must be authorized by members of the converting series who own more
724	726		than 50 percent of the then-current percentage or other interest in
725	727		the profits of the converting series owned by all of the members of
726	728		the converting series. If the plan of conversion provides for any
727	729		amendment to the company agreement, the plan of conversion must
728	730		also be approved in the manner required by this subchapter for the
729	731		approval of that amendment.
730	732		(c) A converting series may not convert if a member
731	733		associated with the converting series, as a result of the
732	734		conversion, would become subject to liability under the company
733	735		agreement as a member, without that member's consent, for a
734	736		liability or other obligation of the converted series for which the
735	737		member is not liable under the company agreement as a member of the
736	738		converting series before the conversion.
737	739		(d) At the time a conversion takes effect, each member of
738	740		the converting series has, unless otherwise agreed to by that
739	741		member, a membership interest in and is the member of the converted
740	742		series.
741	743		(e) A plan of conversion must be in writing and must
742	744		include:
743	745		(1) the name of the converting series;
744	746		(2) the name of the converted series;
745	747		(3) a statement that the converting protected series
746	748		or registered series, as applicable, is continuing its existence in
747	749		the form of the converted protected series or registered series, as
748	750		applicable;
749	751		(4) the manner and basis, including use of a formula,
750	752		of converting the membership interests of the converting series
751	753		into membership interests of the converted series;
752	754		(5) any amendment to the company agreement that may be
753	755		necessary to reflect the conversion of the converting series and
754	756		the establishment of the converted series; and
755	757		(6) the certificate of registered series required to
756	758		be filed under this subchapter if the converted series is a
757	759		registered series.
758	760		(f) An amendment or certificate of registered series
759	761		described by Subsection (e)(5) or (6) may be included in the plan of
760	762		conversion by an attachment or exhibit to the plan.
761	763		(g) Any of the terms of the plan of conversion may be made
762	764		dependent on a fact ascertainable outside of the plan if the manner
763	765		in which those facts will operate on the terms of the conversion is
764	766		clearly and expressly stated in the plan. In this subsection,
765	767		"facts" includes the occurrence of any event, including a
766	768		determination or action by any person.
767	769		Sec. 101.629. CONVERSION NOT WINDING UP EVENT. Unless
768	770		otherwise agreed, the conversion of a converting series under
769	771		Sections 101.627 through 101.631 does not:
770	772		(1) require the limited liability company or the
771	773		converting series to wind up the series' affairs under
772	774		Section 11.051, 11.056, 101.552 or 101.616 or to pay the series'
773	775		liabilities and distribute its assets under Sections 11.053 and
774	776		101.617; or
775	777		(2) constitute an event requiring winding up of the
776	778		company or the converting series.
777	779		Sec. 101.630. EFFECT OF CONVERSION. When a conversion
778	780		takes effect:
779	781		(1) the converting series continues to exist without
780	782		interruption in the form of the converted series rather than in the
781	783		form of the converting series;
782	784		(2) all rights, title, and interests to all property
783	785		owned by the converting series continues to be owned, subject to any
784	786		existing liens or other encumbrances on the property, by the
785	787		converted series in the new form without:
786	788		(A) reversion or impairment;
787	789		(B) further act or deed; or
788	790		(C) any transfer or assignment having occurred;
789	791		(3) all liabilities and obligations of the converting
790	792		series continue to be liabilities and obligations of the converted
791	793		series in the new form without impairment or diminution because of
792	794		the conversion;
793	795		(4) the rights of creditors or other parties with
794	796		respect to or against the previous members associated with the
795	797		converting series in their capacities as members in existence when
796	798		the conversion takes effect continue to exist as to those
797	799		liabilities and obligations and may be enforced by the creditors
798	800		and obligees as if a conversion had not occurred;
799	801		(5) a proceeding pending by or against the converting
800	802		series or by or against any of the converting series' members in
801	803		their capacities as members may be continued by or against the
802	804		converted series in the new form and by or against the previous
803	805		members without a need for substituting a party;
804	806		(6) the membership interests of the converting series
805	807		that are to be converted into membership interests of the converted
806	808		series as provided by the plan of conversion are converted as
807	809		provided by the plan, and the former members of the converting
808	810		series are entitled only to the rights provided by the plan of
809	811		conversion;
810	812		(7) the amendment to the company agreement under the
811	813		plan of conversion becomes effective; and
812	814		(8) if, after the conversion takes effect, a member of
813	815		the converted series as a member is liable for the liabilities or
814	816		obligations of the converted series, the member is liable for the
815	817		liabilities and obligations of the converting series that existed
816	818		before the conversion took effect only to the extent that the
817	819		member:
818	820		(A) agrees in writing to be liable for the
819	821		liabilities or obligations;
820	822		(B) was liable, before the conversion took
821	823		effect, for the liabilities or obligations; or
822	824		(C) by becoming a member of the converted series,
823	825		becomes liable under other applicable law for the existing
824	826		liabilities and obligations of the converted series.
825	827		Sec. 101.631. FILING OF CERTIFICATE OF CONVERSION. (a)
826	828		After adoption of a plan of conversion as provided by Section
827	829		101.628, a certificate of conversion must be signed by the
828	830		converting series and must include a statement certifying the
829	831		following:
830	832		(1) the name of the limited liability company and, if
831	833		it has been changed, the name under which the company's certificate
832	834		of formation was originally filed;
833	835		(2) the filing number of the limited liability company
834	836		assigned by the secretary of state;
835	837		(3) the name of the converting series and, if it is a
836	838		registered series and its name has been changed, the name under
837	839		which its certificate of registered series was originally filed;
838	840		(4) if the converting series is a registered series,
839	841		the filing number of the registered series assigned by the
840	842		secretary of state;
841	843		(5) that a plan of conversion is on file at the
842	844		principal place of business of the converting series, and the
843	845		address of the principal place of business;
844	846		(6) that a plan of conversion will be on file after the
845	847		conversion at the principal place of business of the converted
846	848		series, and the address of the principal place of business;
847	849		(7) that a copy of the plan of conversion will be on
848	850		written request furnished without cost by the converting series
849	851		before the conversion or by the converted series after the
850	852		conversion to any owner or member of the converting series or the
851	853		converted series; and
852	854		(8) that the plan of conversion has been adopted as
853	855		required by the company agreement of the limited liability company
854	856		and Section 101.628.
855	857		(b) The certificate of conversion must be filed with the
856	858		secretary of state in accordance with Section 101.627.
857	859		Sec. 101.632. PROHIBITION ON CONVERSION PERMITTED. A
858	860		company agreement may prohibit the conversion of a registered
859	861		series or protected series of the company under Sections 101.627
860	862		through 101.631.
861	863		Sec. 101.633. MERGER AMONG MERGING SERIES OF SAME LIMITED
862	864		LIABILITY COMPANY. (a) For purposes of the section and Sections
863	865		101.634 through 101.636:
864	866		(1) "Merger" means:
865	867		(A) the division of a merging series into two or
866	868		more new protected series and registered series; or
867	869		(B) the combination of one or more merging series
868	870		with one or more merging series resulting in:
869	871		(i) one or more surviving merging series;
870	872		(ii) the creation of one or more new
871	873		protected series or registered series; or
872	874		(iii) one or more surviving merging series
873	875		and the creation of one or more new protected series or registered
874	876		series.
875	877		(2) "Merging series" means each and all protected
876	878		series and registered series that are parties to a merger.
877	879		(3) "Party to a merger" means a protected series or
878	880		registered series that under a plan of merger is divided or combined
879	881		by a merger.
880	882		(4) "Plan of merger" means a document that conforms to
881	883		the requirements of this section.
882	884		(b) One or more merging series of the same limited liability
883	885		company may affect a merger as provided by a plan of merger that is
884	886		approved in accordance with this section and that complies with
885	887		Sections 101.634 through 101.636. The plan of merger shall provide
886	888		for one or more surviving or new protected series or registered
887	889		series.
888	890		(c) Unless otherwise provided by the company agreement, the
889	891		plan of merger shall be approved by each protected series or
890	892		registered series that is a party to the merger. If the company
891	893		agreement specifies the manner of adopting a plan of merger for the
892	894		merging series, the amendment must be adopted as specified in the
893	895		company agreement. If the company agreement does not specify the
894	896		manner of adopting a plan of merger for the merging series but
895	897		specifies the manner of adopting an amendment to the provisions of
896	898		the company agreement governing the merging series, the plan of
897	899		merger must be adopted as specified in the company agreement for the
898	900		adoption of an amendment to the provisions of the company agreement
899	901		governing the merging series. If the company agreement does not
900	902		specify the manner of adopting a plan of merger for the merging
901	903		series or an amendment to the provisions of the company agreement
902	904		governing the merging series, the amendment must be approved by
903	905		members of that merging series who own more than 50 percent of the
904	906		then-current percentage or other interest in the profits of that
905	907		merging series owned by all of the members of that merging series.
906	908		If the plan of merger provides for any amendment to the company
907	909		agreement, the plan of merger must also be approved in the manner
908	910		required by this subchapter for the approval of that amendment.
909	911		(d) A plan of merger must be in writing and must include:
910	912		(1) the name of each merging series that is a party to
911	913		the merger;
912	914		(2) the name of each merging series that will survive
913	915		the merger;
914	916		(3) the name of each new protected series or
915	917		registered series that is to be created by the plan of merger;
916	918		(4) the manner and basis, including use of a formula,
917	919		of converting or exchanging any of the membership interests of each
918	920		merging series that is a party to the merger into:
919	921		(A) membership interests, obligations, rights to
920	922		purchase securities, or other securities of one or more of the
921	923		surviving merging series or new protected series or registered
922	924		series;
923	925		(B) cash;
924	926		(C) other property, including membership
925	927		interests, obligations, rights to purchase securities, or other
926	928		securities of any other person or entity; or
927	929		(D) any combination of the items described by
928	930		Paragraphs (A)-(C);
929	931		(5) the identification of any of the membership
930	932		interests of a merging series that is a party to the merger that
931	933		are:
932	934		(A) to be canceled rather than converted or
933	935		exchanged; or
934	936		(B) to remain outstanding rather than converted
935	937		or exchanged if the protected series or registered series survives
936	938		the merger;
937	939		(6) any amendment to the company agreement that may be
938	940		necessary to reflect the merger of the merging series and the
939	941		establishment of any new protected series or registered series that
940	942		is to be created by the merger;
941	943		(7) any amendment to the certificate of registered
942	944		series of any registered series that is a surviving registered
943	945		series, including a change in the name of the surviving registered
944	946		series, that will be effected by the merger; and
945	947		(8) the certificate of registered series of each new
946	948		registered series to be created by the plan of merger.
947	949		(e) An item required by Subsections (d)(6) and (8) may be
948	950		included in the plan of merger by an attachment or exhibit to the
949	951		plan.
950	952		(f) If the plan of merger provides for a manner and basis of
951	953		converting or exchanging a membership interest that may be
952	954		converted or exchanged in a manner or basis different than any other
953	955		membership interest of the same class of the membership interest,
954	956		the manner and basis of conversion or exchange must be included in
955	957		the plan of merger in the same manner as provided by Subsection
956	958		(d)(4). A plan of merger may provide for cancellation of a
957	959		membership interest while providing for the conversion or exchange
958	960		of other membership interests of the same class as the membership
959	961		interest to be canceled.
960	962		(g) Any of the terms of the plan of merger may be made
961	963		dependent on facts ascertainable outside of the plan if the manner
962	964		in which those facts will operate on the terms of the merger is
963	965		clearly and expressly stated in the plan. In this subsection,
964	966		"facts" includes the occurrence of any event, including a
965	967		determination or action by any person.
966	968		(h) If more than one series is to survive or to be created by
967	969		the plan of merger, the plan of merger must include:
968	970		(1) the manner and basis of allocating and vesting the
969	971		property of each merging series that is a party to the merger among
970	972		one or more of the surviving or new series; and
971	973		(2) the manner and basis of allocating each liability
972	974		and obligation of each merging series that is a party to the merger,
973	975		or adequate provisions for the payment and discharge of each
974	976		liability and obligation, among one or more of the surviving or new
975	977		series.
976	978		(i) A plan of merger may include:
977	979		(1) amendments to provisions of the company agreement
978	980		relating to any surviving merging series or any new protected
979	981		series or registered series to be created by the merger; and
980	982		(2) any other provisions relating to the merger that
981	983		are not required by this subchapter.
982	984		(j) Notwithstanding prior approval, a plan of merger may be
983	985		terminated or amended under a provision for that termination or
984	986		amendment contained in the plan of merger.
985	987		(k) A merging series may not merge under this section if a
986	988		member of that merging series that is a party to the merger will, as
987	989		a result of the merger, become subject to liability under the
988	990		company agreement as a member, without that member's consent, for a
989	991		liability or other obligation of any other person for which the
990	992		member is not liable under the company agreement as a member of that
991	993		merging series before the merger.
992	994		Sec. 101.634. CERTIFICATE OF MERGER. (a) After approval of
993	995		a plan of merger as provided by Section 101.633, if a registered
994	996		series is a party to the merger or if a new registered series is to
995	997		be created by the merger, a certificate of merger must be signed by
996	998		each merging series that is a party to the merger and must include a
997	999		statement certifying the following:
998	1000		(1) the name of each merging series that is a party to
999	1001		the merger and the name of the limited liability company that formed
1000	1002		that merging series;
1001	1003		(2) that a plan of merger has been approved and
1002	1004		executed by or on behalf of each merging series that is to merge;
1003	1005		(3) the name of each merging series that survives the
1004	1006		merger and each new registered series or protected series that is
1005	1007		created by the merger;
1006	1008		(4) any amendment to the certificate of registered
1007	1009		series of any registered series that is a surviving merging series,
1008	1010		including a change in the name of the surviving registered series,
1009	1011		to be effected by the merger or a statement that amendments are
1010	1012		being made to the certificate of registered series of any
1011	1013		registered series that is a surviving merging series under a
1012	1014		certificate of amendment attached to the certificate of merger
1013	1015		under Subsection (d);
1014	1016		(5) the certificate of registered series for each new
1015	1017		registered series that is to be created by the merger is being filed
1016	1018		with the certificate of merger;
1017	1019		(6) that the plan of merger is on file at a place of
1018	1020		business of each surviving or new registered series or the limited
1019	1021		liability company that formed the registered series, and the
1020	1022		address of that place of business;
1021	1023		(7) that a copy of the plan of merger will be on
1022	1024		written request furnished without cost by each surviving merging
1023	1025		series or new registered series or protected series to any member of
1024	1026		any merging series that is a party to the merger or any registered
1025	1027		series or protected series created by the plan of merger and, for a
1026	1028		merger with multiple surviving or new series, to any creditor or
1027	1029		obligee of the parties to the merger at the time of the merger if a
1028	1030		liability or obligation is then outstanding;
1029	1031		(8) if approval of the members of any merging series
1030	1032		that was a party to the plan of merger is not required by this code
1031	1033		or the company agreement, a statement to that effect; and
1032	1034		(9) a statement that the plan of merger has been
1033	1035		approved as required by this code and by the company agreement.
1034	1036		(b) As provided by Subsection (a)(4), a certificate of
1035	1037		merger filed under this section may include as an attachment a
1036	1038		certificate of amendment containing amendments to the certificate
1037	1039		of registered series for any registered series that is a surviving
1038	1040		registered series of the merger.
1039	1041		(c) A certificate of merger that contains any amendment or
1040	1042		certificate of amendment to the certificate of registered series of
1041	1043		a registered series that is a surviving registered series in
1042	1044		accordance with Subsection (a)(4) and, if applicable, Subsection
1043	1045		(b) is considered to be an amendment to the certificate of
1044	1046		registered series of that surviving registered series. No further
1045	1047		action is required to amend the certificate of registered series of
1046	1048		the surviving registered series under Section 101.624 with respect
1047	1049		to the amendment.
1048	1050		(d) The certificate of merger must be filed with the
1049	1051		secretary of state in accordance with, and take effect as a filing
1050	1052		instrument as specified by Chapter 4. If a new registered series is
1051	1053		to be created by the merger, a certificate of registered series for
1052	1054		the new registered series that complies with Section 101.623 must
1053	1055		be simultaneously filed with the certificate of merger in
1054	1056		accordance with Chapter 4 as a filing instrument and must take
1055	1057		effect simultaneously with the effectiveness of the certificate of
1056	1058		merger.
1057	1059		(e) Whenever this section requires the filing of a
1058	1060		certificate of merger, that requirement is satisfied by the filing
1059	1061		of the plan of merger containing the information required to be
1060	1062		included in the certificate of merger as provided by this section.
1061	1063		Sec. 101.635. EFFECTS OF MERGER OF MERGING SERIES. (a)
1062	1064		When a merger of merging series takes effect:
1063	1065		(1) the separate existence of each merging series that
1064	1066		is a party to the merger, other than a surviving merging series or a
1065	1067		new protected series or registered series, ceases;
1066	1068		(2) all rights, title, and interests to all real
1067	1069		estate and other property owned by each merging series that is a
1068	1070		party to the merger is allocated to and vested, subject to any
1069	1071		existing liens or other encumbrances on the property, in one or more
1070	1072		of the series as provided by the plan of merger without:
1071	1073		(A) reversion or impairment;
1072	1074		(B) any further act or deed; or
1073	1075		(C) any transfer or assignment having occurred;
1074	1076		(3) all liabilities and obligations of each merging
1075	1077		series that is a party to the merger are allocated to one or more of
1076	1078		the surviving or new series provided by the plan of merger;
1077	1079		(4) each surviving or new series to which a liability
1078	1080		or obligation is allocated under the plan of merger is the primary
1079	1081		obligor for the liability or obligation, and, except as otherwise
1080	1082		provided by the plan of merger or by law or contract, no other party
1081	1083		to the merger, other than a surviving merging series liable or
1082	1084		otherwise obligated at the time of the merger, and no other new
1083	1085		registered series or protected series created under the plan of
1084	1086		merger is liable for the debt or other obligation;
1085	1087		(5) any proceeding pending by or against any merging
1086	1088		series that is a party to the merger may be continued as if the
1087	1089		merger did not occur, or the surviving or new series to which the
1088	1090		liability, obligation, asset, or right associated with that
1089	1091		proceeding is allocated to and vested in under the plan of merger
1090	1092		may be substituted in the proceeding;
1091	1093		(6) any amendment to the company agreement provided by
1092	1094		the plan of merger becomes effective;
1093	1095		(7) any amendment to the certificate of registered
1094	1096		series of a surviving registered series that is contained in the
1095	1097		certificate of merger, and any certificate of amendment attached to
1096	1098		the certificate of merger that contains amendments to the
1097	1099		certificate of registered series of a surviving registered series,
1098	1100		becomes effective;
1099	1101		(8) each new registered series whose certificate of
1100	1102		registered series is included in the plan of merger and filed with
1101	1103		the certificate of merger, on meeting any additional requirements,
1102	1104		if any, of this subchapter for the series' formation, is formed as a
1103	1105		registered series under this subchapter as provided by the plan of
1104	1106		merger; and
1105	1107		(9) the membership interests of each merging series
1106	1108		that is a party to the merger and that are to be converted or
1107	1109		exchanged, wholly or partly, into membership interests,
1108	1110		obligations, rights to purchase securities, or other securities of
1109	1111		one or more of the surviving or new series, into cash or other
1110	1112		property, including membership interests, obligations, rights to
1111	1113		purchase securities, or other securities of any organization, or
1112	1114		into any combination of these, or that are to be canceled or remain
1113	1115		outstanding, are converted, exchanged, canceled, or remain
1114	1116		outstanding as provided in the plan of merger, and the former
1115	1117		members who held membership interests of each merging series that
1116	1118		is a party to the merger are entitled only to the rights provided by
1117	1119		the plan of merger.
1118	1120		(b) If the plan of merger does not provide for the
1119	1121		allocation and vesting of the right, title, and interest in any
1120	1122		particular real estate or other property or for the allocation of
1121	1123		any liability or obligation of any party to the merger, the
1122	1124		unallocated property is owned in undivided interest by, or the
1123	1125		liability or obligation is the joint and several liability and
1124	1126		obligation of, each of the surviving and new series, pro rata to the
1125	1127		total number of surviving and new series resulting from the merger.
1126	1128		(c) Unless otherwise agreed, a merger of a merging series of
1127	1129		a limited liability company, including a merging series which is
1128	1130		not a surviving or new series resulting from the merger:
1129	1131		(1) does not require such merging series to wind up its
1130	1132		affairs under Section 101.616 or pay its liabilities and distribute
1131	1133		its assets under Sections 11.053 and 101.617; and
1132	1134		(2) does not constitute an event requiring winding up
1133	1135		of the merging series.
1134	1136		Sec. 101.636. PROHIBITION ON MERGER PERMITTED. A company
1135	1137		agreement may provide that a protected series or registered series
1136	1138		company does not have the power to merge under Section 101.633.
1137	1139		SECTION 2. Section 1.201(b)(27), Business & Commerce Code,
1138	1140		is amended to read as follows:
1139	1141		(27) "Person" means an individual, corporation,
1140	1142		business trust, estate, trust, partnership, limited liability
1141	1143		company, association, joint venture, government, governmental
1142	1144		subdivision, agency, or instrumentality, public corporation, any
1143	1145		other legal or commercial entity, or a protected series or
1144	1146		registered [particular] series of a for-profit entity.
1145	1147		SECTION 3. Section 9.102(a)(71), Business & Commerce Code,
1146	1148		is amended to read as follows:
1147	1149		(71) "Registered organization" means an organization
1148	1150		formed or organized solely under the law of a single state or the
1149	1151		United States by the filing of a public organic record with, the
1150	1152		issuance of a public organic record by, or the enactment of
1151	1153		legislation by the state or the United States. The term includes a
1152	1154		business trust that is formed or organized under the law of a single
1153	1155		state if a statute of the state governing business trusts requires
1154	1156		that the business trust's organic record be filed with the state.
1155	1157		The term includes a series of a registered organization if the
1156	1158		series is formed or organized under the laws of a single state and
1157	1159		the statute of the state governing the series requires that the
1158	1160		public organic record of the series be filed with the state.
1159	1161		SECTION 4. Sections 71.002(2), (4), and (9), Business &
1160	1162		Commerce Code, are amended to read as follows:
1161	1163		(2) "Assumed name" means:
1162	1164		(A) for an individual, a name that does not
1163	1165		include the surname of the individual;
1164	1166		(B) for a partnership, a name that does not
1165	1167		include the surname or other legal name of each joint venturer or
1166	1168		general partner;
1167	1169		(C) for an individual or a partnership, a name,
1168	1170		including a surname, that suggests the existence of additional
1169	1171		owners by including words such as "Company," "& Company," "& Son,"
1170	1172		"& Sons," "& Associates," "Brothers," and similar words, but not
1171	1173		words that merely describe the business being conducted or the
1172	1174		professional service being rendered;
1173	1175		(D) for a limited partnership, a name other than
1174	1176		the name stated in its certificate of formation;
1175	1177		(E) for a company, a name used by the company;
1176	1178		(F) for a corporation, a name other than the name
1177	1179		stated in its certificate of formation or a comparable document;
1178	1180		(G) for a limited liability partnership, a name
1179	1181		other than the name stated in its application filed with the office
1180	1182		of the secretary of state or a comparable document; [and]
1181	1183		(H) for a limited liability company, a name other
1182	1184		than the name stated in its certificate of formation or a comparable
1183	1185		document, including the name of any protected series of the limited
1184	1186		liability company established by its company agreement; and
1185	1187		(I) for a registered series of a domestic limited
1186	1188		liability company, a name other than the name stated in its
1187	1189		certificate of registered series.
1188	1190		(4) "Company" means a real estate investment trust, a
1189	1191		joint-stock company, or any other business, professional, or other
1190	1192		association or legal entity that is not incorporated, other than a
1191	1193		partnership, limited partnership, limited liability company,
1192	1194		registered series of a limited liability company, limited liability
1193	1195		partnership, or foreign filing entity.
1194	1196		(9) "Person" includes an individual, partnership,
1195	1197		limited partnership, limited liability company, registered series
1196	1198		of a limited liability company, limited liability partnership,
1197	1199		company, corporation, or foreign filing entity.
1198	1200		SECTION 5. Section 71.003, Business & Commerce Code, is
1199	1201		amended by adding Subsection (b-1) to read as follows:
1200	1202		(b-1) This chapter does not require a registered series of a
1201	1203		limited liability company or its members to file a certificate to
1202	1204		conduct business or render a professional service in this state
1203	1205		under the name of the registered series as stated in the series'
1204	1206		certificate of registered series.
1205	1207		SECTION 6. Section 71.051, Business & Commerce Code, is
1206	1208		amended to read as follows:
1207	1209		Sec. 71.051. CERTIFICATE FOR CERTAIN UNINCORPORATED
1208	1210		PERSONS. A person must file a certificate under this subchapter if
1209	1211		the person regularly conducts business or renders a professional
1210	1212		service in this state under an assumed name other than as a
1211	1213		corporation, limited partnership, limited liability partnership,
1212	1214		limited liability company, protected series or registered series of
1213	1215		a limited liability company, or foreign filing entity.
1214	1216		SECTION 7. Section 71.101, Business & Commerce Code, is
1215	1217		amended to read as follows:
1216	1218		Sec. 71.101. CERTIFICATE FOR INCORPORATED BUSINESS OR
1217	1219		PROFESSION, LIMITED PARTNERSHIP, LIMITED LIABILITY PARTNERSHIP,
1218	1220		LIMITED LIABILITY COMPANY, REGISTERED SERIES, OR FOREIGN FILING
1219	1221		ENTITY. A corporation, limited partnership, limited liability
1220	1222		partnership, limited liability company, registered series of a
1221	1223		limited liability company, or foreign filing entity must file a
1222	1224		certificate under this subchapter if the registered series or
1223	1225		entity:
1224	1226		(1) regularly conducts business or renders
1225	1227		professional services in this state under an assumed name; or
1226	1228		(2) is required by law to use an assumed name in this
1227	1229		state to conduct business or render professional services.
1228	1230		SECTION 8. Section 71.102, Business & Commerce Code, is
1229	1231		amended to read as follows:
1230	1232		Sec. 71.102. CONTENTS OF CERTIFICATE. The certificate
1231	1233		must state:
1232	1234		(1) the assumed name under which the business is or is
1233	1235		to be conducted or the professional service is or is to be rendered;
1234	1236		(2) the registrant's name as stated in the
1235	1237		registrant's certificate of formation or application filed with the
1236	1238		office of the secretary of state or other comparable document,
1237	1239		except that:
1238	1240		(A) if the registrant is a limited liability
1239	1241		company that is filing under an assumed name used by a protected
1240	1242		series of the limited liability company, the certificate must state
1241	1243		the name of that protected series as stated in the company agreement
1242	1244		of the limited liability company and the name of the limited
1243	1245		liability company as stated in the company's certificate of
1244	1246		formation; or
1245	1247		(B) if the registrant is a registered series of a
1246	1248		limited liability company, the certificate must state the
1247	1249		registrant's name as stated in its certificate of registered series
1248	1250		and the name of the limited liability company as stated in the
1249	1251		company's certificate of formation;
1250	1252		(3) the state, country, or other jurisdiction under
1251	1253		the laws of which the registrant was formed, incorporated, or
1252	1254		organized;
1253	1255		(4) the period, not to exceed 10 years, during which
1254	1256		the registrant will use the assumed name;
1255	1257		(5) a statement specifying that the registrant is:
1256	1258		(A) a for-profit corporation, nonprofit
1257	1259		corporation, professional corporation, professional association,
1258	1260		or other type of corporation;
1259	1261		(B) a limited partnership, limited liability
1260	1262		partnership, [or] limited liability company, or registered series
1261	1263		of a limited liability company; or
1262	1264		(C) another type of incorporated business,
1263	1265		professional or other association, or legal entity, foreign or
1264	1266		domestic;
1265	1267		(6) the street or mailing address of the registrant's
1266	1268		principal office in this state or outside this state, as
1267	1269		applicable; and
1268	1270		(7) the county or counties in this state where the
1269	1271		registrant is or will be conducting business or rendering
1270	1272		professional services under the assumed name.
1271	1273		SECTION 9. Section 71.103(a), Business & Commerce Code, is
1272	1274		amended to read as follows:
1273	1275		(a) A corporation, limited partnership, limited liability
1274	1276		partnership, limited liability company, registered series of a
1275	1277		limited liability company, or foreign filing entity required to
1276	1278		file a certificate under Section 71.101 shall file the certificate
1277	1279		in the office of the secretary of state.
1278	1280		SECTION 10. Section 1.002, Business Organizations Code, is
1279	1281		amended by amending Subdivision (69-b) and adding Subdivisions
1280	1282		(77-a), (78-a), and (79-a) to read as follows:
1281	1283		(69-b) "Person" means an individual or a corporation,
1282	1284		partnership, limited liability company, business trust, trust,
1283	1285		association, or other organization, estate, government or
1284	1286		governmental subdivision or agency, or other legal entity, or a
1285	1287		protected series or registered series of a domestic limited
1286	1288		liability company or foreign entity.
1287	1289		(77-a) "Protected series" means a series of a domestic
1288	1290		limited liability company that is established as a protected series
1289	1291		in accordance with Section 101.602.
1290	1292		(78-a) "Registered series" means a series of a
1291	1293		domestic limited liability company that is formed as a registered
1292	1294		series in accordance with Section 101.602.
1293	1295		(79-a) "Series," with respect to a limited liability
1294	1296		company, means a designated series of members, managers, membership
1295	1297		interests, or assets that is a protected series or a registered
1296	1298		series, or that is neither a protected series nor a registered
1297	1299		series.
1298	1300		SECTION 11. Subchapter D, Chapter 4, Business Organizations
1299	1301		Code, is amended by adding Section 4.162 to read as follows:
1300	1302		Sec. 4.162. FILING FEES: REGISTERED SERIES OF LIMITED
1301	1303		LIABILITY COMPANY. (a) For a filing by or for a registered series
1302	1304		of a domestic limited liability company, the secretary of state
1303	1305		shall impose the following fees:
1304	1306		(1) for filing a certificate of registered series,
1305	1307		$300;
1306	1308		(2) for filing a certificate of amendment, $150; and
1307	1309		(3) for filing a certificate of termination, $40.
1308	1310		(b) For a filing by or for a registered series of a domestic
1309	1311		limited liability company when no other fee has been provided, the
1310	1312		secretary of state shall impose the same fee as the filing fee for a
1311	1313		similar instrument under Section 4.151.
1312	1314		SECTION 12. Section 5.001, Business Organizations Code, is
1313	1315		amended to read as follows:
1314	1316		Sec. 5.001. EFFECT ON RIGHTS UNDER OTHER LAW. (a) The
1315	1317		filing of a certificate of formation by a filing entity under this
1316	1318		code, an application for registration by a foreign filing entity
1317	1319		under this code, a certificate of registered series, or an
1318	1320		application for reservation or registration of a name under this
1319	1321		chapter does not authorize the use of a name in this state in
1320	1322		violation of a right of another under:
1321	1323		(1) the Trademark Act of 1946, as amended (15 U.S.C.
1322	1324		Section 1051 et seq.);
1323	1325		(2) Chapter 16 or 71, Business & Commerce Code; or
1324	1326		(3) common law.
1325	1327		(b) The secretary of state shall deliver a notice that
1326	1328		contains the substance of Subsection (a) to each of the following:
1327	1329		(1) a filing entity that files a certificate of
1328	1330		formation under this code;
1329	1331		(2) a foreign filing entity that registers under this
1330	1332		code;
1331	1333		(3) a person that reserves a name under Subchapter C;
1332	1334		[and]
1333	1335		(4) a person that registers a name under Subchapter D;
1334	1336		and
1335	1337		(5) a registered series of a domestic limited
1336	1338		liability company that files a certificate of registered series.
1337	1339		SECTION 13. Section 5.051, Business Organizations Code, is
1338	1340		amended to read as follows:
1339	1341		Sec. 5.051. ASSUMED NAME. A domestic entity, a protected
1340	1342		series or registered series of a domestic limited liability
1341	1343		company, or a foreign entity having authority to transact business
1342	1344		in this state may transact business under an assumed name by filing
1343	1345		an assumed name certificate in accordance with Chapter 71, Business &
1344	1346		Commerce Code. The requirements of this subchapter do not apply
1345	1347		to an assumed name set forth in an assumed name certificate filed
1346	1348		under that chapter.
1347	1349		SECTION 14. Section 5.052, Business Organizations Code, is
1348	1350		amended to read as follows:
1349	1351		Sec. 5.052. UNAUTHORIZED PURPOSE IN NAME PROHIBITED. (a) A
1350	1352		filing entity or a foreign filing entity may not have a name that
1351	1353		contains any word or phrase that indicates or implies that the
1352	1354		entity is engaged in a business that the entity is not authorized by
1353	1355		law to pursue.
1354	1356		(b) A registered series may not have a name that contains
1355	1357		any word or phrase that indicates or implies that the registered
1356	1358		series is engaged in a business that the registered series is not
1357	1359		authorized by law to pursue.
1358	1360		SECTION 15. Section 5.053(a), Business Organizations Code,
1359	1361		is amended to read as follows:
1360	1362		(a) The name of a filing entity or registered series of a
1361	1363		domestic limited liability company or the name under which a
1362	1364		foreign filing entity registers to transact business in this state
1363	1365		must be distinguishable in the records of the secretary of state
1364	1366		from:
1365	1367		(1) the name of another existing filing entity;
1366	1368		(2) the name of a foreign filing entity that is
1367	1369		registered under Chapter 9;
1368	1370		(3) the fictitious name under which a foreign filing
1369	1371		entity is registered to transact business in this state;
1370	1372		(4) a name that is reserved under Subchapter C; [or]
1371	1373		(5) a name that is registered under Subchapter D; or
1372	1374		(6) the name of another existing registered series of
1373	1375		a domestic limited liability company.
1374	1376		SECTION 16. Subchapter B, Chapter 5, Business Organizations
1375	1377		Code, is amended by adding Section 5.0561 to read as follows:
1376	1378		Sec. 5.0561. NAME OF REGISTERED SERIES OF LIMITED LIABILITY
1377	1379		COMPANY. The name of a registered series of a limited liability
1378	1380		company must contain:
1379	1381		(1) the phrase "registered series"; or
1380	1382		(2) the abbreviation "RS" or "R.S." of that phrase.
1381	1383		SECTION 17. Section 5.061, Business Organizations Code, is
1382	1384		amended to read as follows:
1383	1385		Sec. 5.061. NAME CONTAINING "LOTTO" OR "LOTTERY"
1384	1386		PROHIBITED. A filing entity, [or] a foreign filing entity, or a
1385	1387		registered series of a domestic limited liability company may not
1386	1388		have a name that contains the word "lotto" or "lottery."
1387	1389		SECTION 18. Section 5.062(a), Business Organizations Code,
1388	1390		is amended to read as follows:
1389	1391		(a) Subject to Subsection (b), a filing entity or a
1390	1392		registered series of a domestic limited liability company may not
1391	1393		have a name that:
1392	1394		(1) reasonably implies that the entity or registered
1393	1395		series is created by or for the benefit of war veterans or their
1394	1396		families; and
1395	1397		(2) contains the word or phrase, or any variation or
1396	1398		abbreviation of:
1397	1399		(A) "veteran";
1398	1400		(B) "legion";
1399	1401		(C) "foreign";
1400	1402		(D) "Spanish";
1401	1403		(E) "disabled";
1402	1404		(F) "war"; or
1403	1405		(G) "world war."
1404	1406		SECTION 19. Section 5.102(a), Business Organizations Code,
1405	1407		is amended to read as follows:
1406	1408		(a) The secretary of state may reserve a name under this
1407	1409		subchapter only if the name is distinguishable in the records of the
1408	1410		secretary of state from:
1409	1411		(1) the name of an existing filing entity;
1410	1412		(2) the name of a foreign filing entity that is
1411	1413		registered under Chapter 9;
1412	1414		(3) the fictitious name under which a foreign filing
1413	1415		entity is registered to transact business in this state;
1414	1416		(4) a name that is reserved under this subchapter;
1415	1417		[or]
1416	1418		(5) a name that is registered under Subchapter D; or
1417	1419		(6) the name of an existing registered series of a
1418	1420		domestic limited liability company.
1419	1421		SECTION 20. Section 5.153(a), Business Organizations Code,
1420	1422		is amended to read as follows:
1421	1423		(a) The secretary of state may register a name under this
1422	1424		subchapter only if the name is distinguishable in the records of the
1423	1425		secretary of state from:
1424	1426		(1) the name of an existing filing entity;
1425	1427		(2) the name of a foreign filing entity that is
1426	1428		registered under Chapter 9;
1427	1429		(3) the fictitious name under which a foreign filing
1428	1430		entity is registered to transact business in this state;
1429	1431		(4) a name that is reserved under Subchapter C; [or]
1430	1432		(5) a name that is registered under this subchapter;
1431	1433		or
1432	1434		(6) the name of an existing registered series of a
1433	1435		domestic limited liability company.
1434	1436		SECTION 21. Section 5.301, Business Organizations Code, is
1435	1437		amended to read as follows:
1436	1438		Sec. 5.301. APPLICABILITY OF SUBCHAPTER. (a) This
1437	1439		subchapter applies to service of process, notice, or demand on a
1438	1440		series of a domestic limited liability company or a series of a
1439	1441		foreign entity.
1440	1442		(b) For purposes of this subchapter, a reference to a
1441	1443		"series" is intended to be a reference to a protected series or
1442	1444		registered series of a domestic limited liability company or to a
1443	1445		series of a foreign entity that has the power to sue or be sued as a
1444	1446		separate series under the laws of the jurisdiction of formation of
1445	1447		the foreign entity.
1446	1448		SECTION 22. Section 11.206, Business Organizations Code, is
1447	1449		amended to read as follows:
1448	1450		Sec. 11.206. EFFECT OF REINSTATEMENT. (a) When the
1449	1451		reinstatement of a terminated entity takes effect:
1450	1452		(1) the existence of the terminated entity is
1451	1453		considered to have continued without interruption from the date of
1452	1454		termination; and
1453	1455		(2) the terminated entity may carry on its business as
1454	1456		if the termination of its existence had not occurred.
1455	1457		(b) The reinstatement of a terminated limited liability
1456	1458		company automatically reinstates any protected series or
1457	1459		registered series that terminated because of the termination of the
1458	1460		company.
1459	1461		SECTION 23. Section 101.0515, Business Organizations Code,
1460	1462		is amended to read as follows:
1461	1463		Sec. 101.0515. EXECUTION OF FILINGS. (a) Unless otherwise
1462	1464		provided by this title, a filing instrument of a limited liability
1463	1465		company must be signed by an authorized officer, manager, or member
1464	1466		of the limited liability company.
1465	1467		(b) Unless otherwise provided by this title, a filing
1466	1468		instrument of a registered series of a domestic limited liability
1467	1469		company must be signed by an authorized officer, manager, or member
1468	1470		of the registered series.
1469	1471		SECTION 24. Section 101.054(a), Business Organizations
1470	1472		Code, is amended to read as follows:
1471	1473		(a) Except as provided by this section, the following
1472	1474		provisions may not be waived or modified in the company agreement of
1473	1475		a limited liability company:
1474	1476		(1) this section;
1475	1477		(2) Section 101.101, 101.151, 101.206, 101.501, or
1476	1478		Subchapter M of Chapter 101, except that Sections 101.601(d),
1477	1479		101.610, 101.611, 101.613(a), 101.616(2)(A) through (D), 101.618,
1478	1480		or 101.619(b) may be waived or modified in the company agreement
1479	1481		[101.602(b), or 101.613];
1480	1482		(3) Chapter 1, if the provision is used to interpret a
1481	1483		provision or define a word or phrase contained in a section listed
1482	1484		in this subsection;
1483	1485		(4) Chapter 2, except that Section 2.104(c)(2),
1484	1486		2.104(c)(3), or 2.113 may be waived or modified in the company
1485	1487		agreement;
1486	1488		(5) Chapter 3, except that Subchapters C and E may be
1487	1489		waived or modified in the company agreement; or
1488	1490		(6) Chapter 4, 5, 10, 11, or 12, other than Section
1489	1491		11.056.
1490	1492		SECTION 25. Sections 101.611, 101.612, and 101.613,
1491	1493		Business Organizations Code, as amended by this Act, apply only to a
1492	1494		distribution made on or after the effective date of this Act. A
1493	1495		distribution made before the effective date of this Act is governed
1494	1496		by the law in effect on the date the distribution was made, and the
1495	1497		former law is continued in effect for that purpose.
1496	1498		SECTION 26. This Act takes effect June 1, 2022.
1497		-	______________________________ ______________________________
1498		-	President of the Senate Speaker of the House
1499		-	I hereby certify that S.B. No. 1523 passed the Senate on
1500		-	April 9, 2021, by the following vote: Yeas 31, Nays 0.
1501		-	______________________________
1502		-	Secretary of the Senate
1503		-	I hereby certify that S.B. No. 1523 passed the House on
1504		-	April 30, 2021, by the following vote: Yeas 139, Nays 2, two
1505		-	present not voting.
1506		-	______________________________
1507		-	Chief Clerk of the House
1508		-	Approved:
1509		-	______________________________
1510		-	Date
1511		-	______________________________
1512		-	Governor