Texas Business Organizations Code 101.617 – Procedures for Winding Up and Termination of Protected Series or Registered Series
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(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; and
(2) Subchapter B, Chapter 11, other than Sections 11.051, 11.056, 11.057, 11.058, and 11.059.
(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; and
(2) § 11.102.
Terms Used In Texas Business Organizations Code 101.617
- Entity: means a domestic entity or foreign entity. See Texas Business Organizations Code 1.002
- Filing entity: means a domestic entity that is a corporation, limited partnership, limited liability company, professional association, cooperative, or real estate investment trust. See Texas Business Organizations Code 1.002
- Governing authority: means a person or group of persons who are entitled to manage and direct the affairs of an entity under this code and the governing documents of the entity, except that if the governing documents of the entity or this code divide the authority to manage and direct the affairs of the entity among different persons or groups of persons according to different matters, "governing authority" means the person or group of persons entitled to manage and direct the affairs of the entity with respect to a matter under the governing documents of the entity or this code. See Texas Business Organizations Code 1.002
- Governing person: means a person serving as part of the governing authority of an entity. See Texas Business Organizations Code 1.002
- Person: means an individual or a corporation, partnership, limited liability company, business trust, trust, association, or other organization, estate, government or governmental subdivision or agency, or other legal entity, or a protected series or registered series of a domestic limited liability company or foreign entity. 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
(c) For purposes of the application of Chapter 11 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 § 101.616, unless a revocation as provided by § 101.618 or a cancellation as provided by § 101.619 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 § 11.054, 11.405, 11.409, or 11.410.
(e) An action taken in accordance with this section does not affect the limitation on liability of members and managers provided by § 101.606.