Texas Business Organizations Code
Sec. § 101.616
Event Requiring Winding up


Subject to Sections 101.617 (Procedures for Winding up and Termination of Series), 101.618 (Revocation of Voluntary Winding up), 101.619 (Cancellation of Event Requiring Winding up), and 101.620 (Continuation of Business), the business and affairs of a series are required to be wound up:

(1)

if the winding up of the limited liability company is required under Section 101.552 (Approval of Voluntary Winding Up, Revocation, Cancellation, or Reinstatement)(a) or Chapter 11 (Winding up and Termination of Domestic Entity); or

(2)

on the earlier of:

(A)

the time specified for winding up the series in the company agreement;

(B)

the occurrence of an event specified with respect to the series in the company agreement;

(C)

the occurrence of a majority vote of all of the members associated with the series approving the winding up of the series or, if there is more than one class or group of members associated with the series, a majority vote of the members of each class or group of members associated with the series approving the winding up of the series;

(D)

if the series has no members, the occurrence of a majority vote of all of the managers associated with the series approving the winding up of the series or, if there is more than one class or group of managers associated with the series, a majority vote of the managers of each class or group of managers associated with the series approving the winding up of the series; or

(E)

a determination by a court in accordance with Section 101.621 (Winding up by Court Order).
Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
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Last accessed
Aug. 9, 2020