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A BILL TO BE ENTITLED
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AN ACT
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relating to the applicability of certain laws governing |
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corporations to limited liability companies. |
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BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
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SECTION 1. Subchapter A, Chapter 101, Business |
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Organizations Code, is amended by adding Section 101.002 to read as |
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follows: |
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Sec. 101.002. APPLICABILITY OF OTHER LAWS. (a) Subject to |
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Section 101.114, Sections 21.223, 21.224, 21.225, and 21.226 apply |
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to a limited liability company and the company's members, owners, |
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assignees, and subscribers. |
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(b) For purposes of the application of Subsection (a): |
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(1) a reference to "shares" includes "membership |
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interests"; |
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(2) a reference to "holder," "owner," or "shareholder" |
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includes a "member" and an "assignee"; |
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(3) a reference to "corporation" or "corporate" |
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includes a "limited liability company"; |
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(4) a reference to "directors" includes "managers" of |
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a manager-managed limited liability company and "members" of a |
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member-managed limited liability company; |
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(5) a reference to "bylaws" includes "company |
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agreement"; and |
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(6) the reference to "Sections 21.157-21.162" in |
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Section 21.223(a)(1) refers to the provisions of Subchapter D of |
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this chapter. |
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SECTION 2. Section A, Article 8.12, Texas Limited Liability |
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Company Act (Article 1528n, Vernon's Texas Civil Statutes), is |
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amended to read as follows: |
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A. Subject to Section C of this Article, Articles 2.07, |
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2.08, 2.21, 4.14, and 5.14 and Part Seven of the TBCA apply to a |
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limited liability company and its members, managers, and officers. |
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SECTION 3. This Act takes effect September 1, 2009. |