Tex.
Bus. Orgs. Code Section 101.617
Procedures for Winding up and Termination of Protected Series or Registered Series
(a)
The following provisions apply to a protected series or registered series and the associated members and managers of the protected series or registered series:(1)
Subchapters A, G, H, and I, Chapter 11 (Winding up and Termination of Domestic Entity); and(2)
Subchapter B (Event Requiring Winding up of Domestic Entity), Chapter 11 (Winding up and Termination of Domestic Entity), other than Sections 11.051 (Event Requiring Winding up of Domestic Entity), 11.056 (Supplemental Provisions for Limited Liability Company), 11.057 (Supplemental Provisions for Domestic General Partnership), 11.058 (Supplemental Provision for Limited Partnership), and 11.059 (Supplemental Provisions for Corporations).(b)
The following provisions apply to a registered series and the associated members and managers of the registered series:(1)
Subchapters E and F, Chapter 11 (Winding up and Termination of Domestic Entity); and(2)
Section 11.102 (Effectiveness of Termination of Filing Entity).(c)
For purposes of the application of Chapter 11 (Winding up and Termination of Domestic Entity) to a protected series or registered series and as the context requires:(1)
a reference to “domestic entity,” “filing entity,” “domestic filing entity,” or “entity” means the “protected series” or “registered series”;(2)
a reference to an “owner” means a “member associated with the protected series” or “member associated with the registered series”;(3)
a reference to the “governing authority” or a “governing person” means:(A)
the “governing authority associated with the protected series” or a “governing person associated with the protected series”; or(B)
the “governing authority associated with the registered series” or a “governing person associated with the registered series”; and(4)
a reference to “business,” “property,” “obligations,” or “liabilities” means:(A)
the “business associated with the protected series,” “property associated with the protected series,” “obligations associated with the protected series,” or “liabilities associated with the protected series”; or(B)
the “business associated with the registered series,” “property associated with the registered series,” “obligations associated with the registered series,” or “liabilities associated with the registered series.”(d)
After the occurrence of an event requiring winding up of a protected series or registered series under Section 101.616 (Event Requiring Winding up), unless a revocation as provided by Section 101.618 (Revocation of Voluntary Winding up) or a cancellation as provided by Section 101.619 (Cancellation of Event Requiring Winding up) occurs, the winding up of the protected series or registered series must be carried out by:(1)
the governing authority of the protected series or registered series or one or more persons, including a governing person, designated by:(A)
the governing authority of the protected series or registered series;(B)
the members associated with the protected series or registered series; or(C)
the company agreement; or(2)
a person appointed by the court to carry out the winding up of the protected series or registered series under Section 11.054 (Court Supervision of Winding up Process), 11.405 (Appointment of Receiver to Liquidate Domestic Entity; Liquidation), 11.409 (Ancillary Receiverships of Foreign Entities), or 11.410 (Receivership for All Property and Business of Foreign Entity).(e)
An action taken in accordance with this section does not affect the limitation on liability of members and managers provided by Section 101.606 (Liability of Member or Manager for Obligations; Duties).
Source:
Section 101.617 — Procedures for Winding up and Termination of Protected Series or Registered Series, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.101.htm#101.617 (accessed Jun. 5, 2024).
