Tex.
Bus. Orgs. Code Section 101.601
Series of Members, Managers, Membership Interests, or Assets
(a)
A company agreement may establish or provide for the establishment of one or more designated series of members, managers, membership interests, or assets that:(1)
has separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations; or(2)
has a separate business purpose or investment objective.(b)
A series established in accordance with Subsection (a) or a protected series or registered series established in accordance with Section 101.602 (Enforceability of Obligations and Expenses of Protected Series or Registered Series Against Assets) may carry on any business, purpose, or activity, whether or not for profit, that is not prohibited by Section 2.003 (General Prohibited Purposes).(c)
Nothing in this subchapter shall be construed to limit the application of the principle of freedom of contract to a series that is not a protected series or a registered series. Except as otherwise provided by Sections 101.627 (Conversion of a Registered Series to a Protected Series) through 101.636 (Prohibition on Merger Permitted), a series may not merge or convert.(d)
The provisions of the company agreement that govern a protected series or registered series may be amended by the approval of:(1)
each member associated with the protected series or registered series;(2)
the members of each other protected series and registered series if the amendment adversely affects those members; and(3)
the members of the limited liability company that are not associated with any protected series or registered series if the amendment adversely affects those members.
Source:
Section 101.601 — Series of Members, Managers, Membership Interests, or Assets, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.101.htm#101.601 (accessed Jun. 5, 2024).
