Texas Business Organizations Code
Sec. § 101.617
Procedures for Winding up and Termination of Series


(a)

The following provisions apply to a series and the associated members and managers of the series:

(1)

Subchapters A, G, H, and I, Chapter 11 (Winding up and Termination of Domestic Entity); and

(2)

Subchapter B, Chapter 11 (Winding up and Termination of Domestic Entity), other than Sections 11.051 (Event Requiring Winding up of Domestic Entity), 11.056 (Supplemental Provisions for Limited Liability Company), 11.057 (Supplemental Provisions for Domestic General Partnership), 11.058 (Supplemental Provision for Limited Partnership), and 11.059 (Supplemental Provisions for Corporations).

(b)

For purposes of the application of Chapter 11 (Winding up and Termination of Domestic Entity) to a series and as the context requires:

(1)

a reference to “domestic entity,” “filing entity,” or “entity” means the “series”;

(2)

a reference to an “owner” means a “member associated with the series”;

(3)

a reference to the “governing authority” or a “governing person” means the “governing authority associated with the series” or a “governing person associated with the series”; and

(4)

a reference to “business,” “property,” “obligations,” or “liabilities” means the “business associated with the series,” “property associated with the series,” “obligations associated with the series,” or “liabilities associated with the series.”

(c)

After the occurrence of an event requiring winding up of a series under Section 101.616 (Event Requiring Winding up), unless a revocation as provided by Section 101.618 (Revocation of Voluntary Winding up) or a cancellation as provided by Section 101.619 (Cancellation of Event Requiring Winding up) occurs, the winding up of the series must be carried out by:

(1)

the governing authority of the series or one or more persons, including a governing person, designated by:

(A)

the governing authority of the series;

(B)

the members associated with the series; or

(C)

the company agreement; or

(2)

a person appointed by the court to carry out the winding up of the series under Section 11.054 (Court Supervision of Winding up Process), 11.405 (Appointment of Receiver to Liquidate Domestic Entity; Liquidation), 11.409 (Ancillary Receiverships of Foreign Entities), or 11.410 (Receivership for All Property and Business of Foreign Entity).

(d)

An action taken in accordance with this section does not affect the limitation on liability of members and managers provided by Section 101.606 (Liability of Member or Manager for Obligations; Duties).
Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
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Aug. 10, 2020