(a) If a certificate described by § 153.106(1) has not been filed before the expiration of the 180-day period described by § 153.107(b), the person filing the statement has no further protection from liability under § 153.106(2) unless the person complies with this section. To be protected under § 153.106 the person must, not later than the 10th day after the date of expiration of the 180-day period:
(1) withdraw under § 153.106(3); or
(2) bring an action under § 153.554 to compel the execution and filing of a certificate of formation or amendment.
(b) If an action is brought within the applicable period and is diligently prosecuted to conclusion, the person bringing the action continues to be protected from liability under § 153.106(2) until the action is finally decided adversely to that person.

Terms Used In Texas Business Organizations Code 153.108

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • 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
  • 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) This section and Sections 153.106, 153.107, and 153.109 do not protect a person from liability that arises under Sections 153.102-153.105.

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