(a) This section applies only to a foreign limited liability company governed by a company agreement that establishes or provides for the establishment of a designated series of members, managers, membership interests, or assets that has any of the characteristics described by Subsection (b).
(b) A foreign limited liability company must state in its application for registration as a foreign limited liability company whether:
(1) the series has:
(A) separate rights, powers, or duties with respect to specified property or obligations of the foreign limited liability company; or
(B) separate profits and losses associated with specified property or obligations of the foreign limited liability company;
(2) any debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular series shall be enforceable against the assets of that series only, and not against the assets of the company generally or the assets of any other series; and
(3) any debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the company generally or any other series shall be enforceable against the assets of that series.

Terms Used In Texas Business Organizations Code 9.005

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Foreign: means , with respect to an entity, that the entity is formed under, and the entity's internal affairs are governed by, the laws of a jurisdiction other than this state. 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
  • Property: includes tangible and intangible property and an interest in that property. See Texas Business Organizations Code 1.002