Tex. Bus. Orgs. Code Section 101.606
Liability of Member or Manager for Obligations; Duties


(a)

Except as and to the extent the company agreement specifically provides otherwise, a member or manager associated with a protected series or registered series or a member or manager of the company is not liable for a debt, obligation, or liability of a protected series or registered series, including a debt, obligation, or liability under a judgment, decree, or court order.

(b)

Notwithstanding Subsection (a), a member or manager associated with a protected series or registered series or a member or manager of the company may agree to be obligated personally for any or all of the debts, obligations, and liabilities of one or more protected series or registered series under the company agreement or another agreement.

(c)

The company agreement may expand or restrict any duties, including fiduciary duties, and related liabilities that a member, manager, officer, or other person associated with a protected series or registered series has to:

(1)

the protected series or registered series or the company;

(2)

a member or manager associated with the protected series or registered series; or

(3)

a member or manager of the company.
Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.
Amended by:
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.

Source: Section 101.606 — Liability of Member or Manager for Obligations; Duties, https://statutes.­capitol.­texas.­gov/Docs/BO/htm/BO.­101.­htm#101.­606 (accessed Dec. 2, 2023).

101.001
Definitions
101.002
Applicability of Other Laws
101.051
Certain Provisions Contained in Certificate of Formation
101.052
Company Agreement
101.053
Amendment of Company Agreement
101.054
Waiver or Modification of Certain Statutory Provisions Prohibited
101.055
Irrevocable Power of Attorney
101.056
Ratification of Void or Voidable Acts or Transactions
101.101
Members Required
101.102
Qualification for Membership
101.103
Effective Date of Membership
101.104
Classes or Groups of Members or Membership Interests
101.105
Issuance of Membership Interests After Formation of Company
101.106
Nature of Membership Interest
101.107
Withdrawal or Expulsion of Member Prohibited
101.108
Assignment of Membership Interest
101.109
Rights and Duties of Assignee of Membership Interest Before Membership
101.110
Rights and Liabilities of Assignee of Membership Interest After Becoming Member
101.111
Rights and Duties of Assignor of Membership Interest
101.112
Member’s Membership Interest Subject to Charging Order
101.113
Parties to Actions
101.114
Liability for Obligations
101.151
Requirements for Enforceable Promise
101.152
Enforceable Promise Not Affected by Change in Circumstances
101.153
Failure to Perform Enforceable Promise
101.154
Consent Required to Release Enforceable Obligation
101.155
Creditor’s Right to Enforce Certain Obligations
101.156
Requirements to Enforce Conditional Obligation
101.201
Allocation of Profits and Losses
101.202
Distribution in Kind
101.203
Sharing of Distributions
101.204
Interim Distributions
101.205
Distribution on Withdrawal
101.206
Prohibited Distribution
101.207
Creditor Status with Respect to Distribution
101.208
Record Date
101.251
Governing Authority
101.252
Management by Governing Authority
101.253
Designation of Committees
101.254
Designation of Agents
101.255
Contracts or Transactions Involving Interested Governing Persons or Officers
101.301
Applicability of Subchapter
101.302
Number and Qualifications
101.303
Term
101.304
Removal
101.305
Manager Vacancy
101.306
Removal and Replacement of Manager Elected by Class or Group
101.307
Methods of Classifying Managers
101.352
General Notice Requirements
101.353
Quorum
101.354
Equal Voting Rights
101.355
Act of Governing Authority, Members, or Committee
101.356
Votes Required to Approve Certain Actions
101.357
Manner of Voting
101.358
Action by Less than Unanimous Written Consent
101.359
Effective Action by Members or Managers with or Without Meeting
101.401
Expansion or Restriction of Duties and Liabilities
101.402
Permissive Indemnification, Advancement of Expenses, and Insurance or Other Arrangements
101.451
Definitions
101.452
Standing to Bring Proceeding
101.453
Demand
101.454
Determination by Governing or Independent Persons
101.455
Stay of Proceeding
101.456
Discovery
101.457
Tolling of Statute of Limitations
101.458
Dismissal of Derivative Proceeding
101.459
Allegations After Demand Rejected
101.460
Discontinuance or Settlement
101.461
Payment of Expenses
101.462
Application to Foreign Limited Liability Companies
101.463
Closely Held Limited Liability Company
101.501
Supplemental Records Required for Limited Liability Companies
101.502
Right to Examine Records
101.503
Penalty for Refusal to Permit Examination of Certain Records
101.0515
Execution of Filings
101.551
Persons Eligible to Wind up Company
101.552
Approval of Voluntary Winding Up, Revocation, Cancellation, or Reinstatement
101.601
Series of Members, Managers, Membership Interests, or Assets
101.602
Enforceability of Obligations and Expenses of Protected Series or Registered Series Against Assets
101.603
Assets of Protected Series or Registered Series
101.604
Notice of Limitation on Liabilities of Protected Series or Registered Series
101.605
General Powers of Protected Series or Registered Series
101.606
Liability of Member or Manager for Obligations
101.607
Class or Group of Members or Managers
101.608
Governing Authority
101.610
Effect of Certain Event on Manager or Member
101.611
Member Status with Respect to Distribution
101.612
Record Date for Allocations and Distributions
101.613
Distributions
101.614
Authority to Wind up and Terminate Protected Series or Registered Series
101.615
Termination of Protected Series or Registered Series
101.616
Event Requiring Winding up
101.617
Procedures for Winding up and Termination of Protected Series or Registered Series
101.618
Revocation of Voluntary Winding up
101.619
Cancellation of Event Requiring Winding up
101.620
Continuation of Business
101.621
Winding up by Court Order
101.622
Protected Series or Registered Series Not a Separate Domestic Entity or Organization
101.623
Filing of Certificate of Registered Series
101.624
Amending Certificate of Registered Series
101.625
Certificate of Termination for Registered Series
101.626
Name of Registered Series
101.627
Conversion of a Registered Series to a Protected Series
101.628
Authorization of Conversion
101.629
Conversion Not Winding up Event
101.630
Effect of Conversion
101.631
Filing of Certificate of Conversion
101.632
Prohibition on Conversion Permitted
101.633
Merger Among Merging Series of Same Limited Liability Company
101.634
Certificate of Merger
101.635
Effects of Merger of Merging Series
101.636
Prohibition on Merger Permitted
101.1115
Effect of Death or Divorce on Membership Interest

Accessed:
Dec. 2, 2023

§ 101.606’s source at texas​.gov