Tex.
Bus. Orgs. Code Section 101.052
Company Agreement
(a)
Except as provided by Section 101.054 (Waiver or Modification of Certain Statutory Provisions Prohibited; Exceptions), the company agreement of a limited liability company governs:(1)
the relations among members, managers, and officers of the company, assignees of membership interests in the company, and the company itself; and(2)
other internal affairs of the company.(b)
To the extent that the company agreement of a limited liability company does not otherwise provide, this title and the provisions of Title 1 applicable to a limited liability company govern the internal affairs of the company.(c)
Except as provided by Section 101.054 (Waiver or Modification of Certain Statutory Provisions Prohibited; Exceptions), a provision of this title or Title 1 that is applicable to a limited liability company may be waived or modified in the company agreement of a limited liability company.(d)
The company agreement may contain any provisions for the regulation and management of the affairs of the limited liability company not inconsistent with law.(e)
A company agreement may provide rights to any person, including a person who is not a party to the company agreement, to the extent provided by the company agreement.(f)
A company agreement is enforceable by or against the limited liability company, including a protected series or registered series of the company, regardless of whether the company, or the protected series or registered series of the company, has signed or otherwise expressly adopted the agreement.(g)
A member or manager of a limited liability company, or an assignee of a membership interest of a limited liability company, is bound by the company agreement, regardless of whether the member, manager, or assignee signs the company agreement.
Source:
Section 101.052 — Company Agreement, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.101.htm#101.052 (accessed Jun. 5, 2024).
