Texas § 101.452 STANDING TO BRING PROCEEDING.

Texas Statutes

§ 101.452 — STANDING TO BRING PROCEEDING.

Texas § 101.452

Code BOBusiness Organizations Code

This text of Texas § 101.452 (STANDING TO BRING PROCEEDING.) 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. § 101.452 (2026).

Text

Sec. 101.452. STANDING TO BRING PROCEEDING.

(a)Subject to Subsection (b), a member may not institute or maintain a derivative proceeding unless:

(1)the member:

(A)was a member of the limited liability company at the time of the act or omission complained of; or

(B)became a member by operation of law originating from a person that was a member at the time of the act or omission complained of; and

(2)the member fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company.

(b)If the converted entity in a conversion is a limited liability company, a member of that limited liability company may not institute or maintain a derivative proceeding based on an act or omission that occurred with respect to the converting

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Sec. 101.452. STANDING TO BRING PROCEEDING. (a) Subject to Subsection (b), a member may not institute or maintain a derivative proceeding unless:
(1) the member:
(A) was a member of the limited liability company at the time of the act or omission complained of; or
(B) became a member by operation of law originating from a person that was a member at the time of the act or omission complained of; and
(2) the member fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company.
(b) If the converted entity in a conversion is a limited liability company, a member of that limited liability company may not institute or maintain a derivative proceeding based on an act or omission that occurred with respect to the converting entity before the date of the conversion unless:
(1) the member was an equity owner of the converting entity at the time of the act or omission; and
(2) the member fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company.

Legislative History

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. Amended by: Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603 ), Sec. 14, eff. September 1, 2019.