Texas § 101.623 FILING OF CERTIFICATE OF REGISTERED SERIES.

Texas Statutes

§ 101.623 — FILING OF CERTIFICATE OF REGISTERED SERIES.

Texas § 101.623

Code BOBusiness Organizations Code

This text of Texas § 101.623 (FILING OF CERTIFICATE OF REGISTERED SERIES.) 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. § 101.623 (2026).

Text

Sec. 101.623. FILING OF CERTIFICATE OF REGISTERED SERIES.

(a)To establish a registered series of a limited liability company in accordance with Section 101.602 , a certificate of registered series for the registered series must be filed in accordance with this section.

(b)A certificate of registered series must state:

(1)the name of the limited liability company;

(2)the name of the registered series being formed, which must conform with the requirements of Section 5.0561 ; and

(3)if the registered series is formed under a plan of conversion or merger, a statement to that effect.

(c)A certificate of registered series may include any other provisions not inconsistent with law relating to the organization, ownership, governance, business, or affairs of the registered series.

(d)A certi

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Sec. 101.623. FILING OF CERTIFICATE OF REGISTERED SERIES. (a) To establish a registered series of a limited liability company in accordance with Section 101.602 , a certificate of registered series for the registered series must be filed in accordance with this section.
(b) A certificate of registered series must state:
(1) the name of the limited liability company;
(2) the name of the registered series being formed, which must conform with the requirements of Section 5.0561 ; and
(3) if the registered series is formed under a plan of conversion or merger, a statement to that effect.
(c) A certificate of registered series may include any other provisions not inconsistent with law relating to the organization, ownership, governance, business, or affairs of the registered series.
(d) A certificate of registered series shall be executed by the limited liability company in accordance with Section 101.0515 and filed with the secretary of state in accordance with and take effect as a filing instrument as specified by Chapter 4 .
(e) A certificate of registered series is not an amendment to the certificate of formation of the limited liability company.
(f) If a new registered series is established under a plan of conversion or plan of merger, the certificate of registered series of the registered series must be filed simultaneously with the certificate of conversion or certificate of merger under Section 101.627 (b) or 101.634 (e). The certificate of registered series is not required to be filed separately under Subsection (a). The formation and existence of a registered series that results from a conversion or merger takes effect and commences on the effectiveness of the conversion or merger.

Legislative History

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