TEXAS BUSINESS ORGANIZATIONS CODE

TITLE 3. LIMITED LIABILITY COMPANIES

CHAPTER 101. LIMITED LIABILITY COMPANIES

SUBCHAPTER A. GENERAL PROVISIONS

Sec. 101.001. DEFINITIONS.

In this title:

     (1) “Company agreement” means any agreement, written or oral, of the members concerning the affairs or the conduct of the business of a limited liability company. A company agreement of a limited liability company having only one member is not unenforceable because only one person is a party to the company agreement.

     (2) “Foreign limited liability company” or “foreign company” means a limited liability company formed under the laws of a jurisdiction other than this state.

     (3) “Limited liability company” or “company” means a domestic limited liability company subject to this title.

SUBCHAPTER B. FORMATION AND GOVERNING DOCUMENTS

Sec. 101.051. CERTAIN PROVISIONS CONTAINED IN CERTIFICATE OF FORMATION.

(a) A provision that may be contained in the company agreement of a limited liability company may alternatively be included in the certificate of formation of the company as provided by Section 3.005(b).

(b) A reference in this title to the company agreement of a limited liability company includes any provision contained in the company’s certificate of formation instead of the company agreement as provided by Subsection (a).

Sec. 101.0515. EXECUTION OF FILINGS.

Unless otherwise provided by this title, a filing instrument of a limited liability company must be signed by an authorized officer, manager, or member of the limited liability company.

Sec. 101.052. COMPANY AGREEMENT.

(a) Except as provided by Section 101.054, the company agreement of a limited liability company governs:

     (1) the relations among members, managers, and officers of the company, assignees of membership interests in the company, and the company itself; and

     (2) other internal affairs of the company.

(b) To the extent that the company agreement of a limited liability company does not otherwise provide, this title and the provisions of Title 1 applicable to a limited liability company govern the internal affairs of the company.

(c) Except as provided by Section 101.054, a provision of this title or Title 1 that is applicable to a limited liability company may be waived or modified in the company agreement of a limited liability company.

(d) The company agreement may contain any provisions for the regulation and management of the affairs of the limited liability company not inconsistent with law or the certificate of formation.

Sec. 101.053. AMENDMENT OF COMPANY AGREEMENT.

The company agreement of a limited liability company may be amended only if each member of the company consents to the amendment.

Sec. 101.054. WAIVER OR MODIFICATION OF CERTAIN STATUTORY PROVISIONS PROHIBITED; EXCEPTIONS.

(a) Except as provided by this section, the following provisions may not be waived or modified in the company agreement of a limited liability company:

     (1) this section;

     (2) Section 101.101(b), 101.151, 101.206, 101.501, or 101.502;

     (3) Chapter 1, if the provision is used to interpret a provision or define a word or phrase contained in a section listed in this subsection;

     (4) Chapter 2, except that Section 2.104(c)(2), 2.104(c)(3), or 2.113 may be waived or modified in the company agreement;

     (5) Chapter 3, except that Subchapters C and E may be waived or modified in the company agreement; or

     (6) Chapter 4, 5, 7, 10, 11, or 12, other than Section 11.056.

(b) A provision listed in Subsection (a) may be waived or modified in the company agreement if the provision that is waived or modified authorizes the limited liability company to waive or modify the provision in the company’s governing documents.

(c) A provision listed in Subsection (a) may be modified in the company agreement if the provision that is modified specifies:

     (1) the person or group of persons entitled to approve a modification; or

     (2) the vote or other method by which a modification is required to be approved.

(d) A provision in this title or in that part of Title 1 applicable to a limited liability company that grants a right to a person, other than a member, manager, officer, or assignee of a membership interest in a limited liability company, may be waived or modified in the company agreement of the company only if the person consents to the waiver or modification.