Texas Business Organizations Code 101.501 – Supplemental Records Required for Limited Liability Companies
(a) In addition to the books and records required to be kept under § 3.151, a limited liability company shall keep at its principal office in the United States, or make available to a person at its principal office in the United States not later than the fifth day after the date the person submits a written request to examine the books and records of the company under § 3.152(a) or 101.502:
(1) a current list that states:
(A) the percentage or other interest in the limited liability company owned by each member; and
(B) if one or more classes or groups of membership interests are established in or under the certificate of formation or company agreement, the names of the members of each specified class or group;
(2) a copy of the company’s federal, state, and local tax information or income tax returns for each of the six preceding tax years;
(3) a copy of the company’s certificate of formation, including any amendments to or restatements of the certificate of formation;
(4) if the company agreement is in writing, a copy of the company agreement, including any amendments to or restatements of the company agreement;
(5) an executed copy of any powers of attorney;
(6) a copy of any document that establishes a class or group of members of the company as provided by the company agreement; and
(7) except as provided by Subsection (b), a written statement of:
(A) the amount of a cash contribution and a description and statement of the agreed value of any other contribution made or agreed to be made by each member;
(B) the dates any additional contributions are to be made by a member;
(C) any event the occurrence of which requires a member to make additional contributions;
(D) any event the occurrence of which requires the winding up of the company; and
(E) the date each member became a member of the company.
(b) A limited liability company is not required to keep or make available at its principal office in the United States a written statement of the information required by Subsection (a)(7) if that information is stated in a written company agreement.
Terms Used In Texas Business Organizations Code 101.501
- 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 - Contribution: means a tangible or intangible benefit that a person transfers to an entity in consideration for an ownership interest in the entity or otherwise in the person's capacity as an owner or a member. See Texas Business Organizations Code 1.002
- in writing: includes any representation of words, letters, or figures, whether by writing, printing, or other means. See Texas Government Code 312.011
- 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 - 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
- United States: includes a department, bureau, or other agency of the United States of America. See Texas Government Code 311.005
- written: means an expression of words, letters, characters, numbers, symbols, figures, or other textual information that is inscribed on a tangible medium or that is stored in an electronic or other medium that is retrievable in a perceivable form. See Texas Business Organizations Code 1.002
(c) A limited liability company shall keep at its registered office located in this state and make available to a member of the company on reasonable request the street address of the company’s principal office in the United States in which the records required by this section and § 3.151 are maintained or made available.
(d) All books and records required to be maintained by a limited liability company under this section may be maintained in any form and manner permitted under § 3.151(b).