Texas Business Organizations Code
Sec. § 101.602
Enforceability of Obligations and Expenses of Series Against Assets


(a)

Notwithstanding any other provision of this chapter or any other law, but subject to Subsection (b) and any other provision of this subchapter:

(1)

the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular series shall be enforceable against the assets of that series only, and shall not be enforceable against the assets of the limited liability company generally or any other series; and

(2)

none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the limited liability company generally or any other series shall be enforceable against the assets of a particular series.

(b)

Subsection (a) applies only if:

(1)

the records maintained for that particular series account for the assets associated with that series separately from the other assets of the company or any other series;

(2)

the company agreement contains a statement to the effect of the limitations provided in Subsection (a); and

(3)

the companys certificate of formation contains a notice of the limitations provided in Subsection (a).

(c)

Subsection (a) or any provision contained in a limited liability company agreement or certificate of formation pursuant to Subsection (a) does not restrict:

(1)

a particular series or a limited liability company on behalf of a particular series from expressly agreeing in the company agreement or other written agreement that any or all of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the company generally or any other series of the company shall be enforceable against the assets of that particular series; or

(2)

a limited liability company from expressly agreeing in the company agreement or other written agreement that any or all of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular series shall be enforceable against the assets of the company generally.
Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Amended by:
Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 12, eff. September 1, 2017.
Source
Last accessed
Oct. 23, 2019