Texas Business Organizations Code
Sec.
§
101.613
Distributions
(a)
A limited liability company may make a distribution with respect to a series.
(b)
A limited liability company may not make a distribution with respect to a series to a member if, immediately after making the distribution, the total amount of the liabilities of the series, other than liabilities described by Subsection (c), exceeds the fair value of the assets associated with the series.
(c)
For purposes of Subsection (b), the liabilities of a series do not include:
(1)
a liability related to the members membership interest; or
(2)
except as provided by Subsection (e), a liability of the series for which the recourse of creditors is limited to specified property of the series.
(d)
For purposes of Subsection (b), the assets associated with a series include the fair value of property of the series subject to a liability for which recourse of creditors is limited to specified property of the series only if the fair value of that property exceeds the liability.
(e)
A member who receives a distribution from a series in violation of this section is not required to return the distribution to the series unless the member had knowledge of the violation.
(f)
This section may not be construed to affect the obligation of a member to return a distribution to the series under the company agreement or other state or federal law.
(g)
Section 101.206 does not apply to a distribution with respect to a series.
(h)
For purposes of this section, "distribution" does not include an amount constituting reasonable compensation for present or past services or a reasonable payment made in the ordinary course of business under a bona fide retirement plan or other benefits program.Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.