Texas § 101.052 COMPANY AGREEMENT.

Texas Statutes

§ 101.052 — COMPANY AGREEMENT.

Texas § 101.052

Code BOBusiness Organizations Code

This text of Texas § 101.052 (COMPANY AGREEMENT.) is published on Counsel Stack Legal Research, covering Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Tex. Business Organizations Code Code Ann. § 101.052 (2026).

Text

Sec. 101.052. COMPANY AGREEMENT.

(a)Except as provided by Section 101.054 , the company agreement of a limited liability company governs:

(1)the relations among members, managers, and officers of the company, assignees of membership interests in the company, and the company itself; and

(2)other internal affairs of the company.

(b)To the extent that the company agreement of a limited liability company does not otherwise provide, this title and the provisions of Title 1 applicable to a limited liability company govern the internal affairs of the company.

(c)Except as provided by Section 101.054 , a provision of this title or Title 1 that is applicable to a limited liability company may be waived or modified in the company agreement of a limited liability company.

(d)The company agreeme

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Sec. 101.052. COMPANY AGREEMENT. (a) Except as provided by Section 101.054 , the company agreement of a limited liability company governs:
(1) the relations among members, managers, and officers of the company, assignees of membership interests in the company, and the company itself; and
(2) other internal affairs of the company.
(b) To the extent that the company agreement of a limited liability company does not otherwise provide, this title and the provisions of Title 1 applicable to a limited liability company govern the internal affairs of the company.
(c) Except as provided by Section 101.054 , a provision of this title or Title 1 that is applicable to a limited liability company may be waived or modified in the company agreement of a limited liability company.
(d) The company agreement may contain any provisions for the regulation and management of the affairs of the limited liability company not inconsistent with law.
(e) A company agreement may provide rights to any person, including a person who is not a party to the company agreement, to the extent provided by the company agreement.
(f) A company agreement is enforceable by or against the limited liability company, including a protected series or registered series of the company, regardless of whether the company, or the protected series or registered series of the company, has signed or otherwise expressly adopted the agreement.
(g) A member or manager of a limited liability company, or an assignee of a membership interest of a limited liability company, is bound by the company agreement, regardless of whether the member, manager, or assignee signs the company agreement.

Legislative History

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. Amended by: Acts 2013, 83rd Leg., R.S., Ch. 9 (S.B. 847 ), Sec. 5, eff. September 1, 2013. Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517 ), Sec. 8, eff. September 1, 2017. Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203 ), Sec. 26, eff. September 1, 2021. Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514 ), Sec. 34, eff. September 1, 2023.