Tex.
Bus. Orgs. Code Section 101.054
Waiver or Modification of Certain Statutory Provisions Prohibited; Exceptions
(a)
Except as provided by this section, the following provisions may not be waived or modified in the company agreement of a limited liability company:(1)
this section;(2)
Section 101.101 (Members Required), 101.151 (Requirements for Enforceable Promise), 101.206 (Prohibited Distribution; Duty to Return), 101.501 (Supplemental Records Required for Limited Liability Companies), or Subchapter M (Series of Members, Managers, Membership Interests, or Assets) of Chapter 101 (Limited Liability Companies), except that Sections 101.601 (Series of Members, Managers, Membership Interests, or Assets)(d), 101.610 (Effect of Certain Event on Manager or Member), 101.611 (Member Status with Respect to Distribution), 101.613 (Distributions)(a), 101.616 (Event Requiring Winding up)(2)(A) through (D), 101.618 (Revocation of Voluntary Winding up), or 101.619 (Cancellation of Event Requiring Winding up)(b) may be waived or modified in the company agreement;(3)
Chapter 1 (General Provisions), if the provision is used to interpret a provision or define a word or phrase contained in a section listed in this subsection;(4)
Chapter 2 (Purposes and Power of Domestic Entity), except that Section 2.104 (Power to Make Guaranties)(c)(2), 2.104 (Power to Make Guaranties)(c)(3), or 2.113 (Limitation on Powers) may be waived or modified in the company agreement;(5)
Chapter 3 (Limited Liability Companies), except that Subchapters C and E may be waived or modified in the company agreement; or(6)
Chapter 4 (Partnerships), 5 (Real Estate Investment Trusts), 10 (Mergers, Interest Exchanges, Conversions, and Sales of Assets), 11 (Winding up and Termination of Domestic Entity), or 12 (Administrative Powers).(b)
A provision listed in Subsection (a) may be waived or modified in the company agreement if the provision that is waived or modified authorizes the limited liability company to waive or modify the provision in the company’s governing documents.(c)
A provision listed in Subsection (a) may be modified in the company agreement if the provision that is modified specifies:(1)
the person or group of persons entitled to approve a modification; or(2)
the vote or other method by which a modification is required to be approved.(d)
A provision in this title or in that part of Title 1 applicable to a limited liability company that grants a right to a person, other than a member, manager, officer, or assignee of a membership interest in a limited liability company, may be waived or modified in the company agreement of the company only if the person consents to the waiver or modification.(e)
The company agreement may not unreasonably restrict a member’s or assignee’s rights under Section 101.502 (Right to Examine Records).
Source:
Section 101.054 — Waiver or Modification of Certain Statutory Provisions Prohibited; Exceptions, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.101.htm#101.054 (accessed Jun. 5, 2024).
