Texas Business Organizations Code 101.109 – Rights and Duties of Assignee of Membership Interest Before Membership
(a) A person who is assigned a membership interest in a limited liability company is entitled to:
(1) receive any allocation of income, gain, loss, deduction, credit, or a similar item that the assignor is entitled to receive to the extent the allocation of the item is assigned;
(2) receive any distribution the assignor is entitled to receive to the extent the distribution is assigned;
(3) require, for any proper purpose, reasonable information or a reasonable account of the transactions of the company; and
(4) make, for any proper purpose, reasonable inspections of the books and records of the company.
(b) An assignee of a membership interest in a limited liability company is entitled to become a member of the company on the approval of all of the company’s members.
Terms Used In Texas Business Organizations Code 101.109
- Limited liability company: means an entity governed as a limited liability company under Title 3 or 7. See Texas Business Organizations Code 1.002
- Member: means :
(A) in the case of a limited liability company, a person who has become, and has not ceased to be, a member in the limited liability company as provided by its governing documents or this code;
(B) in the case of a nonprofit corporation, a person who has membership rights in the nonprofit corporation under its governing documents;
(C) in the case of a cooperative association, a member of a nonshare or share association;
(D) in the case of a nonprofit association, a person who has membership rights in the nonprofit association under its governing documents; or
(E) in the case of a professional association, a person who has membership rights in the professional association under its governing documents. See Texas Business Organizations Code 1.002 - Membership interest: means a member's interest in 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
(c) An assignee of a membership interest in a limited liability company is not liable as a member of the company until the assignee becomes a member of the company.