Texas § 101.601 SERIES OF MEMBERS, MANAGERS, MEMBERSHIP INTERESTS, OR ASSETS.

Texas Statutes

§ 101.601 — SERIES OF MEMBERS, MANAGERS, MEMBERSHIP INTERESTS, OR ASSETS.

Texas § 101.601

Code BOBusiness Organizations Code

This text of Texas § 101.601 (SERIES OF MEMBERS, MANAGERS, MEMBERSHIP INTERESTS, OR ASSETS.) 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. § 101.601 (2026).

Text

Sec. 101.601. SERIES OF MEMBERS, MANAGERS, MEMBERSHIP INTERESTS, OR ASSETS.

(a)A company agreement may establish or provide for the establishment of one or more designated series of members, managers, membership interests, or assets that:

(1)has separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations; or

(2)has a separate business purpose or investment objective.

(b)A series established in accordance with Subsection (a) or a protected series or registered series established in accordance with Section 101.602 may carry on any business, purpose, or activity, whether or not for profit, that is not prohibited by Section 2.003 .

(c)Nothing in this subchapter

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Sec. 101.601. SERIES OF MEMBERS, MANAGERS, MEMBERSHIP INTERESTS, OR ASSETS. (a) A company agreement may establish or provide for the establishment of one or more designated series of members, managers, membership interests, or assets that:
(1) has separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations; or
(2) has a separate business purpose or investment objective.
(b) A series established in accordance with Subsection (a) or a protected series or registered series established in accordance with Section 101.602 may carry on any business, purpose, or activity, whether or not for profit, that is not prohibited by Section 2.003 .
(c) Nothing in this subchapter shall be construed to limit the application of the principle of freedom of contract to a series that is not a protected series or a registered series. Except as otherwise provided by Sections 101.627 through 101.636 , a series may not merge or convert.
(d) The provisions of the company agreement that govern a protected series or registered series may be amended by the approval of:
(1) each member associated with the protected series or registered series;
(2) the members of each other protected series and registered series if the amendment adversely affects those members; and
(3) the members of the limited liability company that are not associated with any protected series or registered series if the amendment adversely affects those members.

Legislative History

Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442 ), Sec. 45, eff. September 1, 2009. Amended by: Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523 ), Sec. 1, eff. June 1, 2022. Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514 ), Sec. 42, eff. September 1, 2023.