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


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


Subchapters A, G, H, and I, Chapter 11; and


Subchapter B, Chapter 11, other than Sections 11.051, 11.056, 11.057, 11.058, and 11.059.


For purposes of the application of Chapter 11 to a series and as the context requires:


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


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


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


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."


After the occurrence of an event requiring winding up of a series under Section 101.616, unless a revocation as provided by Section 101.618 or a cancellation as provided by Section 101.619 occurs, the winding up of the series must be carried out by:


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


the governing authority of the series;


the members associated with the series; or


the company agreement; or


a person appointed by the court to carry out the winding up of the series under Section 11.054, 11.405, 11.409, or 11.410.


An action taken in accordance with this section does not affect the limitation on liability of members and managers provided by Section 101.606.
Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Last accessed
Dec. 13, 2019