Texas Business Organizations Code
Sec. § 101.054
Waiver or Modification of Certain Statutory Provisions Prohibited; Exceptions


(a)

Except as provided by this section, the following provisions may not be waived or modified in the company agreement of a limited liability company:

(1)

this section;

(2)

Section 101.101 (Members Required), 101.151 (Requirements for Enforceable Promise), 101.206 (Prohibited Distribution; Duty to Return), 101.501 (Supplemental Records Required for Limited Liability Companies), 101.602 (Enforceability of Obligations and Expenses of Series Against Assets)(b), or 101.613 (Distributions);

(3)

Chapter 1 (General Provisions), if the provision is used to interpret a provision or define a word or phrase contained in a section listed in this subsection;

(4)

Chapter 2 (Purposes and Power of Domestic Entity), except that Section 2.104 (Power to Make Guaranties)(c)(2), 2.104 (Power to Make Guaranties)(c)(3), or 2.113 (Limitation on Powers) may be waived or modified in the company agreement;

(5)

Chapter 3 (Limited Liability Companies), except that Subchapters C and E may be waived or modified in the company agreement; or

(6)

Chapter 4 (Partnerships), 5 (Real Estate Investment Trusts), 10 (Mergers, Interest Exchanges, Conversions, and Sales of Assets), 11 (Winding up and Termination of Domestic Entity), or 12 (Administrative Powers), other than Section 11.056 (Supplemental Provisions for Limited Liability Company).

(b)

A provision listed in Subsection (a) may be waived or modified in the company agreement if the provision that is waived or modified authorizes the limited liability company to waive or modify the provision in the company’s governing documents.

(c)

A provision listed in Subsection (a) may be modified in the company agreement if the provision that is modified specifies:

(1)

the person or group of persons entitled to approve a modification; or

(2)

the vote or other method by which a modification is required to be approved.

(d)

A provision in this title or in that part of Title 1 applicable to a limited liability company that grants a right to a person, other than a member, manager, officer, or assignee of a membership interest in a limited liability company, may be waived or modified in the company agreement of the company only if the person consents to the waiver or modification.

(e)

The company agreement may not unreasonably restrict a person’s right of access to records and information under Section 101.502 (Right to Examine Records and Certain Other Information).
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 97, eff. September 1, 2007.
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 38, eff. September 1, 2009.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 34, eff. September 1, 2011.
Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 9, eff. September 1, 2017.
Source
Last accessed
Aug. 9, 2020