Texas Business Organizations Code 101.604 – Notice of Limitation On Liabilities of Protected Series or Registered Series
(a) Notice of the limitation on liabilities of a protected series or registered series required by § 101.602 that is contained in a certificate of formation filed with the secretary of state satisfies the requirements of § 101.602(b)(3), regardless of whether:
(1) the limited liability company has established any protected series or registered series under this subchapter when the notice is contained in the certificate of formation;
(2) the notice makes a reference to a specific protected series or registered series of the limited liability company; and
(3) the notice:
(A) uses the term “protected” or “registered” when referencing the series; or
(B) includes a reference to § 101.602.
(b) The fact that the certificate of formation filed with the secretary of state contains the notice of the limitation on liabilities of a protected series or registered series required by § 101.602 is notice of that limitation on liabilities of a protected series or registered series.
Terms Used In Texas Business Organizations Code 101.604
- Certificate of formation: means :
(A) the document required to be filed with the filing officer under Chapter 3 to form a filing entity; and
(B) if appropriate, a restated certificate of formation and all amendments of an original or restated certificate of formation. See Texas Business Organizations Code 1.002 - Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Limited liability company: means an entity governed as a limited liability company under Title 3 or 7. See Texas Business Organizations Code 1.002
- Protected series: means a series of a domestic limited liability company that is established as a protected series in accordance with § 101. See Texas Business Organizations Code 1.002
- Registered series: means a series of a domestic limited liability company that is formed as a registered series in accordance with § 101. See Texas Business Organizations Code 1.002
- Secretary: means the:
(A) individual designated as secretary of an entity under the entity's governing documents; or
(B) officer or committee of persons authorized to perform the functions of secretary of an entity without regard to the designated name of the officer or committee. See Texas Business Organizations Code 1.002