S.B. No. 1523
 
 
 
 
AN ACT
  relating to registered and protected series of domestic limited
  liability companies; authorizing fees.
         BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
         SECTION 1.  Subchapter M, Chapter 101, Business
  Organizations Code, is amended to read as follows:
  SUBCHAPTER M.  SERIES LIMITED LIABILITY COMPANY
         Sec. 101.601.  SERIES OF MEMBERS, MANAGERS, MEMBERSHIP
  INTERESTS, OR ASSETS. (a) A company agreement may establish or
  provide for the establishment of one or more designated series of
  members, managers, membership interests, or assets that:
               (1)  has separate rights, powers, or duties with
  respect to specified property or obligations of the limited
  liability company or profits and losses associated with specified
  property or obligations; or
               (2)  has a separate business purpose or investment
  objective.
         (b)  A series established in accordance with Subsection (a)
  or a protected series or registered series established in
  accordance with Section 101.602 may carry on any business, purpose,
  or activity, whether or not for profit, that is not prohibited by
  Section 2.003.
         (c)  Nothing in this subchapter shall be construed to limit
  the freedom to contract to a series that is not a protected series
  or a registered series. Except as otherwise provided by
  Sections 101.627 through 101.636, a series may not merge or
  convert.
         (d)  The provisions of the company agreement that govern a
  protected series or registered series may be amended by the
  approval of: 
               (1)  each member associated with the protected series
  or registered series;
               (2)  the members of each other protected series and
  registered series if the amendment adversely affects those members;
  and
               (3)  the members of the limited liability company that
  are not associated with any protected series or registered series
  if the amendment adversely affects those members.
         Sec. 101.602.  ENFORCEABILITY OF OBLIGATIONS AND EXPENSES OF
  PROTECTED SERIES OR REGISTERED SERIES AGAINST ASSETS. (a)
  Notwithstanding any other provision of this chapter or any other
  law, but subject to Subsection (b) and any other provision of this
  subchapter:
               (1)  the debts, liabilities, obligations, and expenses
  incurred, contracted for, or otherwise existing with respect to a
  particular protected series or registered series shall be
  enforceable against the assets of that series only, and shall not be
  enforceable against the assets of the limited liability company
  generally or any other series; and
               (2)  none of the debts, liabilities, obligations, and
  expenses incurred, contracted for, or otherwise existing with
  respect to the limited liability company generally or any other
  series shall be enforceable against the assets of a particular
  protected series or registered series.
         (b)  Subsection (a) applies only [if]:
               (1)  to the extent the records maintained for that
  particular protected series or registered series account for the
  assets associated with that series separately from the other assets
  of the company or any other series;
               (2)  if the company agreement contains a statement to
  the effect of the limitations provided in Subsection (a), subject
  to any exceptions permitted under Subsection (d); and
               (3)  if the company's certificate of formation contains
  a notice of the limitations provided in Subsection (a), subject to
  any exceptions permitted under Subsection (d).
         (c)  A certificate of registered series must be filed with
  the secretary of state to form a registered series.
         (d)  Subsection (a) or any provision contained in a [limited
  liability] company agreement, [or] certificate of formation, or
  certificate of registered series pursuant to Subsections 
  [Subsection] (a) and (b) does not restrict:
               (1)  a particular protected series or registered series
  or a limited liability company on behalf of a particular protected
  series or registered series from expressly agreeing in the company
  agreement, the certificate of formation, any certificate of
  registered series, or in another [other] written agreement that
  does not violate that agreement or those certificates that any [or
  all] of the debts, liabilities, obligations, and expenses incurred,
  contracted for, or otherwise existing with respect to the company
  generally or any other series of the company shall be enforceable
  against the assets of that particular protected series or
  registered series if there are one or more liabilities that are
  recourse to the company generally or any other series and that
  cannot be enforced against those assets pursuant to the company
  agreement, the certificate of formation, any certificate of
  registered series, or in another written agreement that does not
  violate that agreement or those certificates; or
               (2)  a limited liability company from expressly
  agreeing in the company agreement or other written agreement that
  any or all of the debts, liabilities, obligations, and expenses
  incurred, contracted for, or otherwise existing with respect to a
  particular protected series or registered series shall be
  enforceable against the assets of the company generally.
         (e)  A company agreement does not need to use the term
  "protected" or "registered" or refer to this section when
  referencing a series. A series established by a company agreement
  without designating whether the series is a protected series or
  registered series and without filing the certificate of registered
  series required by Subsection (c) is a protected series if it meets
  the requirements of Subsections (a) and (b), subject to any
  exceptions permitted by Subsection (d).
         (f)  A series established in accordance with this section,
  but without filing the certificate of registered series under
  Subsection (c), is a protected series.
         (g)  A series established in accordance with this section,
  including by filing the certificate of registered series under
  Subsection (c), is a registered series.
         Sec. 101.603.  ASSETS OF PROTECTED SERIES OR REGISTERED
  SERIES. (a) Assets associated with a protected series or
  registered series may be held directly or indirectly, including
  being held in the name of the protected series or registered series,
  in the name of the limited liability company, through a nominee, or
  otherwise.
         (b)  To the extent [If] the records of a protected series or
  registered series are maintained in a manner so that the assets of
  the protected series or registered series can be reasonably
  identified by specific listing, category, type, quantity, or
  computational or allocational formula or procedure, including a
  percentage or share of any assets, or by any other method in which
  the identity of the assets can be objectively determined, the
  records are considered to satisfy the requirements of Section
  101.602(b)(1).
         (c)  In this subchapter, a reference to:
               (1)  "assets of a protected series" or "assets of a
  registered series" includes assets associated with that series;
               (2)  "assets associated with a protected series" or
  "assets associated with a registered series" includes assets of
  that series;
               (3)  "members or managers of a protected series" or
  "members or managers of a registered series" includes members or
  managers associated with that series; and
               (4)  "members or managers associated with a protected
  series" or "members or managers associated with a registered
  series" includes members or managers of that series.
         Sec. 101.604.  NOTICE OF LIMITATION ON LIABILITIES OF
  PROTECTED SERIES OR REGISTERED SERIES. (a) Notice of the
  limitation on liabilities of a protected series or registered
  series required by Section 101.602 that is contained in a
  certificate of formation filed with the secretary of state
  satisfies the requirements of Section 101.602(b)(3), regardless of
  whether:
               (1)  the limited liability company has established any
  protected series or registered series under this subchapter when
  the notice is contained in the certificate of formation; [and]
               (2)  the notice makes a reference to a specific
  protected series or registered series of the limited liability
  company; and
               (3)  the notice:
                     (A)  uses the term "protected" or "registered"
  when referencing the series; or 
                     (B)  includes a reference to Section 101.602.
         (b)  The fact that the certificate of formation filed with
  the secretary of state contains the notice of the limitation on
  liabilities of a protected series or registered series required by
  Section 101.602 is notice of that limitation on liabilities of a
  protected series or registered series.
         Sec. 101.605.  GENERAL POWERS OF PROTECTED SERIES OR
  REGISTERED SERIES.  A protected series or registered series
  established under this subchapter has the power and capacity, in
  the [series' own] name of the protected series or registered
  series, to:
               (1)  sue and be sued;
               (2)  contract;
               (3)  acquire, sell, and hold title to assets of the
  protected series or registered series, including real property,
  personal property, and intangible property;
               (4)  grant liens and security interests in assets of
  the protected series or registered series;
               (5)  be a promoter, organizer, partner, owner, member,
  associate, or manager of an organization; and
               (6)  exercise any power or privilege as necessary or
  appropriate to the conduct, promotion, or attainment of the
  business, purposes, or activities of the protected series or
  registered series.
         Sec. 101.606.  LIABILITY OF MEMBER OR MANAGER FOR
  OBLIGATIONS; DUTIES. (a) Except as and to the extent the company
  agreement specifically provides otherwise, a member or manager
  associated with a protected series or registered series or a member
  or manager of the company is not liable for a debt, obligation, or
  liability of a protected series or registered series, including a
  debt, obligation, or liability under a judgment, decree, or court
  order.
         (b)  Notwithstanding Subsection (a), a member or manager
  associated with a protected series or registered series or a member
  or manager of the company may agree to be obligated personally for
  any or all of the debts, obligations, and liabilities of one or more
  protected series or registered series under the company agreement
  or another agreement.
         (c)  The company agreement may expand or restrict any duties,
  including fiduciary duties, and related liabilities that a member,
  manager, officer, or other person associated with a protected
  series or registered series has to:
               (1)  the protected series or registered series or the
  company;
               (2)  a member or manager associated with the protected
  series or registered series; or
               (3)  a member or manager of the company.
         Sec. 101.607.  CLASS OR GROUP OF MEMBERS OR MANAGERS. (a)
  The company agreement may:
               (1)  establish classes or groups of one or more members
  or managers associated with a protected series or registered series
  each of which has certain express relative rights, powers, and
  duties, including voting rights; and
               (2)  provide for the manner of establishing additional
  classes or groups of one or more members or managers associated with
  the protected series or registered series each of which has certain
  express rights, powers, and duties, including providing for voting
  rights and rights, powers, and duties senior to existing classes
  and groups of members or managers associated with the protected
  series or registered series.
         (b)  The company agreement may provide for the taking of an
  action[, including the amendment of the company agreement,] without
  the vote or approval of any member or manager or class or group of
  members or managers, including the amendment of the company
  agreement or an action to create under the provisions of the company
  agreement a class or group of the protected series or registered
  series of membership interests that was not previously outstanding.
         (c)  The company agreement may provide that:
               (1)  all or certain identified members or managers or a
  specified class or group of the members or managers associated with
  a protected series or registered series have the right to vote on
  any matter separately or with all or any class or group of the
  members or managers associated with the protected series or
  registered series;
               (2)  any member or class or group of members associated
  with a protected series or registered series has no voting rights;
  and
               (3)  voting by members or managers associated with a
  protected series or registered series is on a per capita, number,
  financial interest, class, group, or any other basis.
         Sec. 101.608.  GOVERNING AUTHORITY. (a) Notwithstanding
  any conflicting provision of the certificate of formation of a
  limited liability company or the certificate of registered series,
  the governing authority of a protected series or registered series
  consists of the managers or members associated with the protected
  series or registered series as provided in the company agreement.
         (b)  If the company agreement does not provide for the
  governing authority of the protected series or registered series,
  the governing authority of the protected series or registered
  series consists of:
               (1)  the managers associated with the protected series
  or registered series, if the company's certificate of formation
  states that the company has [will have] one or more managers; or
               (2)  the members associated with the protected series
  or registered series, if the company's certificate of formation
  does not provide [states] that the company has [will not have]
  managers.
         Sec. 101.609.  APPLICABILITY OF OTHER PROVISIONS OF CHAPTER
  OR TITLE 1; SYNONYMOUS TERMS. (a) To the extent not inconsistent
  with this subchapter, this chapter applies to a protected series or
  registered series and its associated members and managers.
         (b)  For purposes of the application of any other provision
  of this chapter to a provision of this subchapter, and as the
  context requires:
               (1)  a reference to "limited liability company" or
  "company" means the "protected series" or "registered series";
               (2)  a reference to "member" means "member associated
  with the protected series" or "member associated with the
  registered series"; and
               (3)  a reference to "manager" means "manager associated
  with the protected series[.]" or "manager associated with the
  registered series."
         (c)  To the extent not inconsistent with this subchapter, a
  protected series or registered series and the governing persons and
  officers associated with the protected series or registered series
  have the powers and rights provided by Subchapters C and D, Chapter
  3, and Subchapter F, Chapter 10.  For purposes of those provisions,
  and as the context requires:
               (1)  a reference to "entity," "domestic entity," or
  "filing entity" includes the "protected series" or "registered
  series";
               (2)  a reference to "governing person"
  includes  "governing person associated with the protected series"
  or "governing person associated with the registered series";
               (3)  a reference to "governing authority"
  includes  "governing authority associated with the protected
  series" or "governing authority associated with the registered
  series"; and
               (4)  a reference to "officer" includes "officer
  associated with the protected series[.]" or "officer associated
  with the registered series."
         Sec. 101.610.  EFFECT OF CERTAIN EVENT ON MANAGER OR MEMBER.
  (a) An event that under this chapter or the company agreement
  causes a manager to cease to be a manager with respect to a
  protected series or registered series does not, in and of itself,
  cause the manager to cease to be a manager of the limited liability
  company or with respect to any other protected series or registered
  series of the company.
         (b)  An event that under this chapter or the company
  agreement causes a member to cease to be associated with a protected
  series or registered series does not, in and of itself, cause the
  member to cease to be associated with any other protected series or
  registered series or terminate the continued membership of a member
  in the limited liability company or require the winding up of the
  protected series or registered series, regardless of whether the
  member was the last remaining member associated with the protected
  series or registered series.
         Sec. 101.611.  MEMBER STATUS WITH RESPECT TO DISTRIBUTION.
  (a) Subject to Sections 101.613, 101.617, 101.618, 101.619, and
  101.620, when a member associated with a protected series or
  registered series established under this subchapter is entitled to
  receive a distribution with respect to the protected series or
  registered series, the member, with respect to the distribution,
  has the same status as a creditor of the protected series or
  registered series and is entitled to any remedy available to a
  creditor of the protected series or registered series.
         (b)  Section 101.206 does not apply to a distribution with
  respect to the protected series or registered series.
         Sec. 101.612.  RECORD DATE FOR ALLOCATIONS AND
  DISTRIBUTIONS. A company agreement may establish or provide for
  the establishment of a record date for allocations and
  distributions with respect to a protected series or registered
  series.
         Sec. 101.613.  DISTRIBUTIONS. (a) A limited liability
  company may make a distribution with respect to a protected series
  or registered series.
         (b)  A limited liability company may not make a distribution
  with respect to a protected series or registered series to a member
  if, immediately after making the distribution, the total amount of
  the liabilities of the protected series or registered series, other
  than liabilities described by Subsection (c), exceeds the fair
  value of the assets associated with the protected series or
  registered series.
         (c)  For purposes of Subsection (b), the liabilities of a
  protected series or registered series do not include:
               (1)  a liability to a member related to the member's
  membership interest associated with the protected series or
  registered series; or
               (2)  except as provided by Subsection (e), a liability
  of the protected series or registered series for which the recourse
  of creditors is limited to specified property of the protected
  series or registered series.
         (d)  For purposes of Subsection (b), the assets associated
  with a protected series or registered series include the fair value
  of property of the protected series or registered series subject to
  a liability for which recourse of creditors is limited to specified
  property of the protected series or registered series only if the
  fair value of that property exceeds the liability.
         (e)  A member who receives a distribution from a protected
  series or registered series in violation of this section is not
  required to return the distribution to the protected series or
  registered series unless the member had knowledge of the violation.
         (f)  This section may not be construed to affect the
  obligation of a member to return a distribution to the protected
  series or registered series under the company agreement, another
  agreement, or other state or federal law.
         (g)  Section 101.206 does not apply to a distribution with
  respect to a protected series or registered series.
         (h)  For purposes of this section, "distribution" does not
  include an amount constituting reasonable compensation for present
  or past services or a reasonable payment made in the ordinary course
  of business under a bona fide retirement plan or other benefits
  program.
         (i)  For purposes of this subchapter, the determination of
  the amount of the liabilities or the value of the assets of a
  protected series or registered series may be based on:
               (1)  financial statements of the protected series or
  registered series, which may include the financial statements of
  subsidiary entities of the protected series or registered series
  accounted for on a consolidated basis or on the equity method of
  accounting that:
                     (A)  present the financial condition of the
  protected series or registered series, and any subsidiary entity
  included in those financial statements, in accordance with
  generally accepted accounting principles or international
  financial reporting standards; or  
                     (B)  have been prepared using the method of
  accounting used to file a federal income tax return for the
  protected series or registered series or using any other accounting
  practices or principles that are reasonable under the
  circumstances;  
               (2)  financial information, including condensed or
  summary financial statements, that is prepared on the same basis as
  financial statements described by Subdivision (1);
               (3)  projections, forecasts, or other forward-looking
  information relating to the future economic performance, financial
  condition, or liquidity of the protected series or registered
  series that is reasonable under the circumstances;
               (4)  a fair valuation or information from any other
  method that is reasonable under the circumstances; or 
               (5)  a combination of a statement, valuation, or
  information authorized by this subsection.
         (j)  Subsection (i) does not apply to the computation of any
  tax imposed on a protected series or registered series under the
  laws of this state.
         (k)  An action alleging a distribution is made in violation
  of this section must be commenced not later than the second
  anniversary of the date of the distribution.
         Sec. 101.614.  AUTHORITY TO WIND UP AND TERMINATE PROTECTED
  SERIES OR REGISTERED SERIES. Except to the extent otherwise
  provided in the company agreement and subject to Sections 101.617,
  101.618, 101.619, and 101.620, a protected series or registered
  series and its business and affairs may be wound up and terminated
  without causing the winding up of the limited liability company.
         Sec. 101.615.  TERMINATION OF PROTECTED SERIES OR REGISTERED
  SERIES. (a) Except as otherwise provided by Sections 101.617,
  101.618, 101.619, and 101.620, the protected series terminates on
  the completion of the winding up of the business and affairs of the
  protected series in accordance with Sections 101.617, 101.618,
  101.619, and 101.620.
         (b)  Except as otherwise provided by Sections 101.617,
  101.618, 101.619, and 101.620, the registered series terminates on: 
               (1)  the completion of the winding up of the business
  and affairs of the registered series in accordance with Sections
  101.617, 101.618, 101.619, and 101.620; and
               (2)  the effectiveness of the filing with the secretary
  of state of a certificate of termination for the registered series.
         (c)  The limited liability company shall provide notice of
  the termination of a protected series or registered series in the
  manner provided in the company agreement for notice of termination,
  if any.
         (d) [(c)]  The termination of the protected series or
  registered series does not affect the limitation on liabilities of
  the protected series or registered series provided by Section
  101.602.
         Sec. 101.616.  EVENT REQUIRING WINDING UP. Subject to
  Sections 101.617, 101.618, 101.619, and 101.620, the business and
  affairs of a protected series or registered series are required to
  be wound up:
               (1)  if the winding up of the limited liability company
  is required under Section 101.552(a) or Chapter 11; or
               (2)  on the earlier of:
                     (A)  the time specified for winding up the
  protected series or registered series in the company agreement;
                     (B)  the occurrence of an event specified with
  respect to the protected series or registered series in the company
  agreement;
                     (C)  the occurrence of a majority vote of all of
  the members associated with the protected series or registered
  series approving the winding up of the protected series or
  registered series or, if there is more than one class or group of
  members associated with the protected series or registered series,
  a majority vote of the members of each class or group of members
  associated with the protected series or registered series approving
  the winding up of the protected series or registered series;
                     (D)  if the protected series or registered series
  has no members, the occurrence of a majority vote of all of the
  managers associated with the protected series or registered series
  approving the winding up of the protected series or registered
  series or, if there is more than one class or group of managers
  associated with the protected series or registered series, a
  majority vote of the managers of each class or group of managers
  associated with the protected series or registered series approving
  the winding up of the protected series or registered series; or
                     (E)  a determination by a court in accordance with
  Section 101.621.
         Sec. 101.617.  PROCEDURES FOR WINDING UP AND TERMINATION OF
  PROTECTED SERIES OR REGISTERED SERIES. (a) The following
  provisions apply to a protected series or registered series and the
  associated members and managers of the protected series or
  registered series:
               (1)  Subchapters A, G, H, and I, Chapter 11; and
               (2)  Subchapter B, Chapter 11, other than Sections
  11.051, 11.056, 11.057, 11.058, and 11.059.
         (b)  The following provisions apply to a registered series
  and the associated members and managers of the registered series:
               (1)  Subchapters E and F, Chapter 11; and
               (2)  Section 11.102.
         (c)  For purposes of the application of Chapter 11 to a
  protected series or registered series and as the context requires:
               (1)  a reference to "domestic entity," "filing entity,"
  "domestic filing entity," or "entity" means the "protected series"
  or "registered series";
               (2)  a reference to an "owner" means a "member
  associated with the protected series" or "member associated with
  the registered series";
               (3)  a reference to the "governing authority" or a
  "governing person" means:
                     (A)  the "governing authority associated with the
  protected series" or a "governing person associated with the
  protected series"; or
                     (B)  the "governing authority associated with the
  registered series" or a "governing person associated with the
  registered series"; and
               (4)  a reference to "business," "property,"
  "obligations," or "liabilities" means:
                     (A)  the "business associated with the protected
  series," "property associated with the protected series,"
  "obligations associated with the protected series," or
  "liabilities associated with the protected series[.]"; or
                     (B)  the "business associated with the registered
  series," "property associated with the registered series,"
  "obligations associated with the registered series," or
  "liabilities associated with the registered series."
         (d) [(c)]  After the occurrence of an event requiring
  winding up of a protected series or registered series under Section
  101.616, unless a revocation as provided by Section 101.618 or a
  cancellation as provided by Section 101.619 occurs, the winding up
  of the protected series or registered series must be carried out by:
               (1)  the governing authority of the protected series or
  registered series or one or more persons, including a governing
  person, designated by:
                     (A)  the governing authority of the protected
  series or registered series;
                     (B)  the members associated with the protected
  series or registered series; or
                     (C)  the company agreement; or
               (2)  a person appointed by the court to carry out the
  winding up of the protected series or registered series under
  Section 11.054, 11.405, 11.409, or 11.410.
         (e) [(d)]  An action taken in accordance with this section
  does not affect the limitation on liability of members and managers
  provided by Section 101.606.
         Sec. 101.618.  REVOCATION OF VOLUNTARY WINDING UP. Before
  the termination of the protected series or registered series takes
  effect, a voluntary decision to wind up the protected series or
  registered series under Section 101.616(2)(C) or (D) may be revoked
  by:
               (1)  a majority vote of all of the members associated
  with the protected series or registered series approving the
  revocation or, if there is more than one class or group of members
  associated with the protected series or registered series, a
  majority vote of the members of each class or group of members
  associated with the protected series or registered series approving
  the revocation; or
               (2)  if the protected series or registered series has
  no members, a majority vote of all the managers associated with the
  protected series or registered series approving the revocation or,
  if there is more than one class or group of managers associated with
  the protected series or registered series, a majority vote of the
  managers of each class or group of managers associated with the
  protected series or registered series approving the revocation.
         Sec. 101.619.  CANCELLATION OF EVENT REQUIRING WINDING UP.
  (a) Unless the cancellation is prohibited by the company
  agreement, an event requiring winding up of the protected series or
  registered series under Section 101.616(2)(A) or (B) [101.616(1) or
  (2)] may be canceled by the consent of all of the members of the
  protected series or registered series before the termination of the
  protected series or registered series takes effect.
         (b)  In connection with the cancellation, the members must
  amend the company agreement to:
               (1)  eliminate or extend the time specified for the
  protected series or registered series if the event requiring
  winding up of the protected series or registered series occurred
  under Section 101.616(2)(A) [101.616(1)]; or
               (2)  eliminate or revise the event specified with
  respect to the protected series or registered series if the event
  requiring winding up of the protected series or registered series
  occurred under Section 101.616(2)(B) [101.616(2)].
         Sec. 101.620.  CONTINUATION OF BUSINESS. The protected
  series or registered series may continue its business following the
  revocation under Section 101.618 or the cancellation under Section
  101.619.
         Sec. 101.621.  WINDING UP BY COURT ORDER.  A district court
  in the county in which the registered office or principal place of
  business in this state of a domestic limited liability company is
  located, on application by or for a member associated with a
  protected series or registered [the] series of the company, has
  jurisdiction to order the winding up and termination of the
  protected series or registered [a] series if the court determines
  that:
               (1)  it is not reasonably practicable to carry on the
  business of the protected series or registered series in conformity
  with the company agreement;
               (2)  the economic purpose of the protected series or
  registered series is likely to be unreasonably frustrated; or
               (3)  another member associated with the protected
  series or registered series has engaged in conduct relating to the
  protected series' or registered series' business that makes it not
  reasonably practicable to carry on the business with that member.
         Sec. 101.622.  PROTECTED SERIES OR REGISTERED SERIES NOT A
  SEPARATE DOMESTIC ENTITY OR ORGANIZATION.  For purposes of this
  chapter and Title 1, a protected series or registered series has the
  rights, powers, and duties provided by this subchapter to the
  protected series or registered series but is not a separate
  domestic entity or organization.
         Sec. 101.623.  FILING OF CERTIFICATE OF REGISTERED SERIES.
  (a) To establish a registered series of a limited liability company
  in accordance with Section 101.602, a certificate of registered
  series for the registered series must be filed in accordance with
  this section.
         (b)  A certificate of registered series must state:
               (1)  the name of the limited liability company; 
               (2)  the name of the registered series being formed,
  which must conform with the requirements of Section 5.056(c); and
               (3)  if the registered series is formed under a plan of
  conversion or merger, a statement to that effect.
         (c)  A certificate of registered series may include any other
  provisions not inconsistent with law relating to the organization,
  ownership, governance, business, or affairs of the registered
  series.
         (d)  A certificate of registered series shall be executed by
  the limited liability company in accordance with Section 101.0515
  and filed with the secretary of state in accordance with and take
  effect as a filing instrument as specified by Chapter 4.
         (e)  A certificate of registered series is not an amendment
  to the certificate of formation of the limited liability company.
         (f)  If a new registered series is established under a plan
  of conversion or plan of merger, the certificate of registered
  series of the registered series must be filed simultaneously with
  the certificate of conversion or certificate of merger under
  Section 101.627(b) or 101.634(e). The certificate of registered
  series is not required to be filed separately under Subsection (a).
  The formation and existence of a registered series that results
  from a conversion or merger takes effect and commences on the
  effectiveness of the conversion or merger.
         Sec. 101.624.  AMENDING CERTIFICATE OF REGISTERED SERIES.
  (a) A certificate of registered series is amended by filing a
  certificate of amendment in accordance with this section.
         (b)  If the company agreement of the limited liability
  company specifies the manner of adopting an amendment to the
  certificate of registered series, the amendment must be adopted as
  specified by the company agreement. If the company agreement does
  not specify the manner of adopting an amendment to the certificate
  of registered series but specifies the manner of adopting an
  amendment to the provisions of the company agreement governing the
  registered series, the amendment must be adopted as specified in
  the company agreement for the adoption of an amendment to the
  provisions of the company agreement governing the registered
  series. If the company agreement does not specify the manner of
  adopting an amendment to the certificate of registered series or to
  the provisions of the company agreement governing the registered
  series, the amendment must be approved:
               (1)  by all of the members of the registered series;
               (2)  if the registered series does not yet have any
  members but has managers, by all of the managers of the registered
  series; or
               (3)  if the registered series does not have members or
  managers, in the manner specified by the company agreement for
  authorization of the establishment of a new registered series of
  the limited liability company. 
         (c)  The certificate of amendment must state:
               (1)  the name of the limited liability company;
               (2)  the name of the registered series; 
               (3)  for each provision of the certificate of
  registered series that is added, altered, or deleted, an
  identification by reference or description of the added, altered,
  or deleted provision and, if the provision is added or altered, a
  statement of the text of the altered or added provision; and
               (4)  that the amendment has been approved in the manner
  required by this subchapter and by the governing documents of the
  registered series.
         (d)  A manager associated with a registered series or, if
  there is no manager, any member associated with the registered
  series who becomes aware that any statement in a certificate of
  registered series filed with respect to the registered series was
  false when made, or that any provision in the certificate of
  registered series has changed making the certificate of registered
  series false in any material respect, shall promptly amend the
  certificate of registered series.
         (e)  The certificate of amendment must be executed by the
  registered series in accordance with Section 101.0515 and shall be
  filed with the secretary of state in accordance with and take effect
  as a filing instrument as specified by Chapter 4. 
         Sec. 101.625.  CERTIFICATE OF TERMINATION FOR REGISTERED
  SERIES. (a) On completion of the winding up of a registered
  series, a certificate of termination shall be filed in accordance
  with this section.
         (b)  The certificate of termination must contain:
               (1)  the name of the limited liability company;
               (2)  the name of the registered series;
               (3)  the registered series' filing number assigned by
  the secretary of state; 
               (4)  the nature of the event requiring winding up the
  registered series; 
               (5)  a statement that the registered series has
  complied with the provisions of this code governing the series'
  winding up; and
               (6)  any other information the person filing the
  certificate of termination determines.
         (c)  The certificate of termination must be executed by the
  registered series in accordance with Section 101.0515 and shall be
  filed with the secretary of state in accordance with and take effect
  as a filing instrument as specified by Chapter 4.
         (d)  The secretary of state may not issue a certificate of
  fact confirming the existence of a registered series if the limited
  liability company has ceased to be in existence.
         Sec. 101.626.  NAME OF REGISTERED SERIES. The name of each
  registered series included in a series' certificate of registered
  series must:
               (1)  comply with the requirements of Chapter 5; and
               (2)  contain the name of the limited liability company
  and the phrase or abbreviation required by Section 5.0561.
         Sec. 101.627.  CONVERSION OF A REGISTERED SERIES TO A
  PROTECTED SERIES. (a) Upon compliance with Section 101.628, a
  registered series of a domestic limited liability company may
  convert to a protected series of the domestic limited liability
  company by filing a certificate of conversion that complies with
  Section 101.631 with the secretary of state in accordance with, and
  taking effect as a filing instrument as specified, by Chapter 4.
         (b)  Upon compliance with Section 101.628, a protected
  series of a domestic limited liability company may convert to a
  registered series of the domestic limited liability company by
  filing simultaneously with the secretary of state in accordance
  with, and taking effect as a filing instrument as specified by,
  Chapter 4:
               (1)  a certificate of conversion that complies with
  Section 101.631; and
               (2)  a certificate of registered series as provided by
  Section 101.623.
         (c)  An existing registered series may not become a protected
  series except as provided by Subsection (a) and Sections 101.628
  through 101.632.
         (d)  For purposes of this section and Sections 101.628
  through 101.632:
               (1)  "Conversion" means the continuation of:
                     (A)  a registered series as a protected series; or
                     (B)  a protected series as a registered series.
               (2)  "Converted series" means a registered series or
  protected series resulting from a conversion of, respectively, a
  protected series or registered series, of a domestic limited
  liability company.
               (3)  "Converting series" means a registered series or
  protected series before a conversion of that series.
               (4)  "Plan of conversion" means a document that
  conforms with the requirements of Section 101.628.
         Sec. 101.628.  AUTHORIZATION OF CONVERSION. (a) A
  converting series of a domestic limited liability company may
  convert to a converted series of the company by adopting a plan of
  conversion of the converting series to a converted series of the
  company.
         (b)  If the company agreement of the limited liability
  company specifies the manner of adopting a plan of conversion of a
  converting series to a converted series of that company, the plan of
  conversion must be adopted as specified by the company agreement.
  If the company agreement does not specify the manner of adopting a
  plan of conversion of a converting series of the company to a
  converted series of that company and does not prohibit a conversion
  of a converting series to a converted series, the plan of conversion
  must be authorized by members of the converting series who own more
  than 50 percent of the then-current percentage or other interest in
  the profits of the converting series owned by all of the members of
  the converting series. If the plan of conversion provides for any
  amendment to the company agreement, the plan of conversion must
  also be approved in the manner required by this subchapter for the
  approval of that amendment.
         (c)  A converting series may not convert if a member
  associated with the converting series, as a result of the
  conversion, would become subject to liability under the company
  agreement as a member, without that member's consent, for a
  liability or other obligation of the converted series for which the
  member is not liable under the company agreement as a member of the
  converting series before the conversion.
         (d)  At the time a conversion takes effect, each member of
  the converting series has, unless otherwise agreed to by that
  member, a membership interest in and is the member of the converted
  series.
         (e)  A plan of conversion must be in writing and must
  include:
               (1)  the name of the converting series;
               (2)  the name of the converted series;
               (3)  a statement that the converting protected series
  or registered series, as applicable, is continuing its existence in
  the form of the converted protected series or registered series, as
  applicable;
               (4)  the manner and basis, including use of a formula,
  of converting the membership interests of the converting series
  into membership interests of the converted series; 
               (5)  any amendment to the company agreement that may be
  necessary to reflect the conversion of the converting series and
  the establishment of the converted series; and
               (6)  the certificate of registered series required to
  be filed under this subchapter if the converted series is a
  registered series.
         (f)  An amendment or certificate of registered series
  described by Subsection (e)(5) or (6) may be included in the plan of
  conversion by an attachment or exhibit to the plan.
         (g)  Any of the terms of the plan of conversion may be made
  dependent on a fact ascertainable outside of the plan if the manner
  in which those facts will operate on the terms of the conversion is
  clearly and expressly stated in the plan. In this subsection,
  "facts" includes the occurrence of any event, including a
  determination or action by any person.
         Sec. 101.629.  CONVERSION NOT WINDING UP EVENT. Unless
  otherwise agreed, the conversion of a converting series under
  Sections 101.627 through 101.631 does not:
               (1)  require the limited liability company or the
  converting series to wind up the series' affairs under
  Section 11.051, 11.056, 101.552 or 101.616 or to pay the series'
  liabilities and distribute its assets under Sections 11.053 and
  101.617; or
               (2)  constitute an event requiring winding up of the
  company or the converting series.
         Sec. 101.630.  EFFECT OF CONVERSION. When a conversion
  takes effect:
               (1)  the converting series continues to exist without
  interruption in the form of the converted series rather than in the
  form of the converting series;
               (2)  all rights, title, and interests to all property
  owned by the converting series continues to be owned, subject to any
  existing liens or other encumbrances on the property, by the
  converted series in the new form without:
                     (A)  reversion or impairment;
                     (B)  further act or deed; or
                     (C)  any transfer or assignment having occurred;
               (3)  all liabilities and obligations of the converting
  series continue to be liabilities and obligations of the converted
  series in the new form without impairment or diminution because of
  the conversion;
               (4)  the rights of creditors or other parties with
  respect to or against the previous members associated with the
  converting series in their capacities as members in existence when
  the conversion takes effect continue to exist as to those
  liabilities and obligations and may be enforced by the creditors
  and obligees as if a conversion had not occurred;
               (5)  a proceeding pending by or against the converting
  series or by or against any of the converting series' members in
  their capacities as members may be continued by or against the
  converted series in the new form and by or against the previous
  members without a need for substituting a party;
               (6)  the membership interests of the converting series
  that are to be converted into membership interests of the converted
  series as provided by the plan of conversion are converted as
  provided by the plan, and the former members of the converting
  series are entitled only to the rights provided by the plan of
  conversion; 
               (7)  the amendment to the company agreement under the
  plan of conversion becomes effective; and
               (8)  if, after the conversion takes effect, a member of
  the converted series as a member is liable for the liabilities or
  obligations of the converted series, the member is liable for the
  liabilities and obligations of the converting series that existed
  before the conversion took effect only to the extent that the
  member:
                     (A)  agrees in writing to be liable for the
  liabilities or obligations;
                     (B)  was liable, before the conversion took
  effect, for the liabilities or obligations; or
                     (C)  by becoming a member of the converted series,
  becomes liable under other applicable law for the existing
  liabilities and obligations of the converted series.
         Sec. 101.631.  FILING OF CERTIFICATE OF CONVERSION. (a)
  After adoption of a plan of conversion as provided by Section
  101.628, a certificate of conversion must be signed by the
  converting series and must include a statement certifying the
  following:
               (1)  the name of the limited liability company and, if
  it has been changed, the name under which the company's certificate
  of formation was originally filed;
               (2)  the filing number of the limited liability company
  assigned by the secretary of state; 
               (3)  the name of the converting series and, if it is a
  registered series and its name has been changed, the name under
  which its certificate of registered series was originally filed;
               (4)  if the converting series is a registered series,
  the filing number of the registered series assigned by the
  secretary of state; 
               (5)  that a plan of conversion is on file at the
  principal place of business of the converting series, and the
  address of the principal place of business;
               (6)  that a plan of conversion will be on file after the
  conversion at the principal place of business of the converted
  series, and the address of the principal place of business; 
               (7)  that a copy of the plan of conversion will be on
  written request furnished without cost by the converting series
  before the conversion or by the converted series after the
  conversion to any owner or member of the converting series or the
  converted series; and
               (8)  that the plan of conversion has been adopted as
  required by the company agreement of the limited liability company
  and Section 101.628.
         (b)  The certificate of conversion must be filed with the
  secretary of state in accordance with Section 101.627.
         Sec. 101.632.  PROHIBITION ON CONVERSION PERMITTED. A
  company agreement may prohibit the conversion of a registered
  series or protected series of the company under Sections 101.627
  through 101.631.
         Sec. 101.633.  MERGER AMONG MERGING SERIES OF SAME LIMITED
  LIABILITY COMPANY. (a) For purposes of the section and Sections
  101.634 through 101.636: 
               (1)  "Merger" means:
                     (A)  the division of a merging series into two or
  more new protected series and registered series; or
                     (B)  the combination of one or more merging series
  with one or more merging series resulting in:
                           (i)  one or more surviving merging series;
                           (ii)  the creation of one or more new
  protected series or registered series; or
                           (iii)  one or more surviving merging series
  and the creation of one or more new protected series or registered
  series.
               (2)  "Merging series" means each and all protected
  series and registered series that are parties to a merger.
               (3)  "Party to a merger" means a protected series or
  registered series that under a plan of merger is divided or combined
  by a merger.
               (4)  "Plan of merger" means a document that conforms to
  the requirements of this section.
         (b)  One or more merging series of the same limited liability
  company may affect a merger as provided by a plan of merger that is
  approved in accordance with this section and that complies with
  Sections 101.634 through 101.636. The plan of merger shall provide
  for one or more surviving or new protected series or registered
  series.
         (c)  Unless otherwise provided by the company agreement, the
  plan of merger shall be approved by each protected series or
  registered series that is a party to the merger. If the company
  agreement specifies the manner of adopting a plan of merger for the
  merging series, the amendment must be adopted as specified in the
  company agreement. If the company agreement does not specify the
  manner of adopting a plan of merger for the merging series but
  specifies the manner of adopting an amendment to the provisions of
  the company agreement governing the merging series, the plan of
  merger must be adopted as specified in the company agreement for the
  adoption of an amendment to the provisions of the company agreement
  governing the merging series. If the company agreement does not
  specify the manner of adopting a plan of merger for the merging
  series or an amendment to the provisions of the company agreement
  governing the merging series, the amendment must be approved by
  members of that merging series who own more than 50 percent of the
  then-current percentage or other interest in the profits of that
  merging series owned by all of the members of that merging series.
  If the plan of merger provides for any amendment to the company
  agreement, the plan of merger must also be approved in the manner
  required by this subchapter for the approval of that amendment.
         (d)  A plan of merger must be in writing and must include:
               (1)  the name of each merging series that is a party to
  the merger;
               (2)  the name of each merging series that will survive
  the merger;
               (3)  the name of each new protected series or
  registered series that is to be created by the plan of merger;
               (4)  the manner and basis, including use of a formula,
  of converting or exchanging any of the membership interests of each
  merging series that is a party to the merger into:
                     (A)  membership interests, obligations, rights to
  purchase securities, or other securities of one or more of the
  surviving merging series or new protected series or registered
  series;
                     (B)  cash;
                     (C)  other property, including membership
  interests, obligations, rights to purchase securities, or other
  securities of any other person or entity; or
                     (D)  any combination of the items described by
  Paragraphs (A)-(C);
               (5)  the identification of any of the membership
  interests of a merging series that is a party to the merger that
  are:
                     (A)  to be canceled rather than converted or
  exchanged; or
                     (B)  to remain outstanding rather than converted
  or exchanged if the protected series or registered series survives
  the merger;
               (6)  any amendment to the company agreement that may be
  necessary to reflect the merger of the merging series and the
  establishment of any new protected series or registered series that
  is to be created by the merger;
               (7)  any amendment to the certificate of registered
  series of any registered series that is a surviving registered
  series, including a change in the name of the surviving registered
  series, that will be effected by the merger; and
               (8)  the certificate of registered series of each new
  registered series to be created by the plan of merger.
         (e)  An item required by Subsections (d)(6) and (8) may be
  included in the plan of merger by an attachment or exhibit to the
  plan.
         (f)  If the plan of merger provides for a manner and basis of
  converting or exchanging a membership interest that may be
  converted or exchanged in a manner or basis different than any other
  membership interest of the same class of the membership interest,
  the manner and basis of conversion or exchange must be included in
  the plan of merger in the same manner as provided by Subsection
  (d)(4). A plan of merger may provide for cancellation of a
  membership interest while providing for the conversion or exchange
  of other membership interests of the same class as the membership
  interest to be canceled.
         (g)  Any of the terms of the plan of merger may be made
  dependent on facts ascertainable outside of the plan if the manner
  in which those facts will operate on the terms of the merger is
  clearly and expressly stated in the plan. In this subsection,
  "facts" includes the occurrence of any event, including a
  determination or action by any person.
         (h)  If more than one series is to survive or to be created by
  the plan of merger, the plan of merger must include:
               (1)  the manner and basis of allocating and vesting the
  property of each merging series that is a party to the merger among
  one or more of the surviving or new series; and
               (2)  the manner and basis of allocating each liability
  and obligation of each merging series that is a party to the merger,
  or adequate provisions for the payment and discharge of each
  liability and obligation, among one or more of the surviving or new
  series.
         (i)  A plan of merger may include:
               (1)  amendments to provisions of the company agreement
  relating to any surviving merging series or any new protected
  series or registered series to be created by the merger; and
               (2)  any other provisions relating to the merger that
  are not required by this subchapter.
         (j)  Notwithstanding prior approval, a plan of merger may be
  terminated or amended under a provision for that termination or
  amendment contained in the plan of merger.
         (k)  A merging series may not merge under this section if a
  member of that merging series that is a party to the merger will, as
  a result of the merger, become subject to liability under the
  company agreement as a member, without that member's consent, for a
  liability or other obligation of any other person for which the
  member is not liable under the company agreement as a member of that
  merging series before the merger.
         Sec. 101.634.  CERTIFICATE OF MERGER. (a) After approval of
  a plan of merger as provided by Section 101.633, if a registered
  series is a party to the merger or if a new registered series is to
  be created by the merger, a certificate of merger must be signed by
  each merging series that is a party to the merger and must include a
  statement certifying the following:
               (1)  the name of each merging series that is a party to
  the merger and the name of the limited liability company that formed
  that merging series;
               (2)  that a plan of merger has been approved and
  executed by or on behalf of each merging series that is to merge;
               (3)  the name of each merging series that survives the
  merger and each new registered series or protected series that is
  created by the merger;
               (4)  any amendment to the certificate of registered
  series of any registered series that is a surviving merging series,
  including a change in the name of the surviving registered series,
  to be effected by the merger or a statement that amendments are
  being made to the certificate of registered series of any
  registered series that is a surviving merging series under a
  certificate of amendment attached to the certificate of merger
  under Subsection (d); 
               (5)  the certificate of registered series for each new
  registered series that is to be created by the merger is being filed
  with the certificate of merger; 
               (6)  that the plan of merger is on file at a place of
  business of each surviving or new registered series or the limited
  liability company that formed the registered series, and the
  address of that place of business; 
               (7)  that a copy of the plan of merger will be on
  written request furnished without cost by each surviving merging
  series or new registered series or protected series to any member of
  any merging series that is a party to the merger or any registered
  series or protected series created by the plan of merger and, for a
  merger with multiple surviving or new series, to any creditor or
  obligee of the parties to the merger at the time of the merger if a
  liability or obligation is then outstanding;
               (8)  if approval of the members of any merging series
  that was a party to the plan of merger is not required by this code
  or the company agreement, a statement to that effect; and
               (9)  a statement that the plan of merger has been
  approved as required by this code and by the company agreement.
         (b)  As provided by Subsection (a)(4), a certificate of
  merger filed under this section may include as an attachment a
  certificate of amendment containing amendments to the certificate
  of registered series for any registered series that is a surviving
  registered series of the merger.
         (c)  A certificate of merger that contains any amendment or
  certificate of amendment to the certificate of registered series of
  a registered series that is a surviving registered series in
  accordance with Subsection (a)(4) and, if applicable, Subsection
  (b) is considered to be an amendment to the certificate of
  registered series of that surviving registered series. No further
  action is required to amend the certificate of registered series of
  the surviving registered series under Section 101.624 with respect
  to the amendment.
         (d)  The certificate of merger must be filed with the
  secretary of state in accordance with, and take effect as a filing
  instrument as specified by Chapter 4. If a new registered series is
  to be created by the merger, a certificate of registered series for
  the new registered series that complies with Section 101.623 must
  be simultaneously filed with the certificate of merger in
  accordance with Chapter 4 as a filing instrument and must take
  effect simultaneously with the effectiveness of the certificate of
  merger. 
         (e)  Whenever this section requires the filing of a
  certificate of merger, that requirement is satisfied by the filing
  of the plan of merger containing the information required to be
  included in the certificate of merger as provided by this section.
         Sec. 101.635.  EFFECTS OF MERGER OF MERGING SERIES. (a)
  When a merger of merging series takes effect:
               (1)  the separate existence of each merging series that
  is a party to the merger, other than a surviving merging series or a
  new protected series or registered series, ceases;
               (2)  all rights, title, and interests to all real
  estate and other property owned by each merging series that is a
  party to the merger is allocated to and vested, subject to any
  existing liens or other encumbrances on the property, in one or more
  of the series as provided by the plan of merger without:
                     (A)  reversion or impairment;
                     (B)  any further act or deed; or
                     (C)  any transfer or assignment having occurred;
               (3)  all liabilities and obligations of each merging
  series that is a party to the merger are allocated to one or more of
  the surviving or new series provided by the plan of merger;
               (4)  each surviving or new series to which a liability
  or obligation is allocated under the plan of merger is the primary
  obligor for the liability or obligation, and, except as otherwise
  provided by the plan of merger or by law or contract, no other party
  to the merger, other than a surviving merging series liable or
  otherwise obligated at the time of the merger, and no other new
  registered series or protected series created under the plan of
  merger is liable for the debt or other obligation;
               (5)  any proceeding pending by or against any merging
  series that is a party to the merger may be continued as if the
  merger did not occur, or the surviving or new series to which the
  liability, obligation, asset, or right associated with that
  proceeding is allocated to and vested in under the plan of merger
  may be substituted in the proceeding;
               (6)  any amendment to the company agreement provided by
  the plan of merger becomes effective;
               (7)  any amendment to the certificate of registered
  series of a surviving registered series that is contained in the
  certificate of merger, and any certificate of amendment attached to
  the certificate of merger that contains amendments to the
  certificate of registered series of a surviving registered series,
  becomes effective;  
               (8)  each new registered series whose certificate of
  registered series is included in the plan of merger and filed with
  the certificate of merger, on meeting any additional requirements,
  if any, of this subchapter for the series' formation, is formed as a
  registered series under this subchapter as provided by the plan of
  merger; and
               (9)  the membership interests of each merging series
  that is a party to the merger and that are to be converted or
  exchanged, wholly or partly, into membership interests,
  obligations, rights to purchase securities, or other securities of
  one or more of the surviving or new series, into cash or other
  property, including membership interests, obligations, rights to
  purchase securities, or other securities of any organization, or
  into any combination of these, or that are to be canceled or remain
  outstanding, are converted, exchanged, canceled, or remain
  outstanding as provided in the plan of merger, and the former
  members who held membership interests of each merging series that
  is a party to the merger are entitled only to the rights provided by
  the plan of merger.
         (b)  If the plan of merger does not provide for the
  allocation and vesting of the right, title, and interest in any
  particular real estate or other property or for the allocation of
  any liability or obligation of any party to the merger, the
  unallocated property is owned in undivided interest by, or the
  liability or obligation is the joint and several liability and
  obligation of, each of the surviving and new series, pro rata to the
  total number of surviving and new series resulting from the merger.
         (c)  Unless otherwise agreed, a merger of a merging series of
  a limited liability company, including a merging series which is
  not a surviving or new series resulting from the merger:
               (1)  does not require such merging series to wind up its
  affairs under Section 101.616 or pay its liabilities and distribute
  its assets under Sections 11.053 and 101.617; and
               (2)  does not constitute an event requiring winding up
  of the merging series.
         Sec. 101.636.  PROHIBITION ON MERGER PERMITTED. A company
  agreement may provide that a protected series or registered series
  company does not have the power to merge under Section 101.633.
         SECTION 2.  Section 1.201(b)(27), Business & Commerce Code,
  is amended to read as follows:
               (27)  "Person" means an individual, corporation,
  business trust, estate, trust, partnership, limited liability
  company, association, joint venture, government, governmental
  subdivision, agency, or instrumentality, public corporation, any
  other legal or commercial entity, or a protected series or
  registered [particular] series of a for-profit entity.
         SECTION 3.  Section 9.102(a)(71), Business & Commerce Code,
  is amended to read as follows:
               (71)  "Registered organization" means an organization
  formed or organized solely under the law of a single state or the
  United States by the filing of a public organic record with, the
  issuance of a public organic record by, or the enactment of
  legislation by the state or the United States.  The term includes a
  business trust that is formed or organized under the law of a single
  state if a statute of the state governing business trusts requires
  that the business trust's organic record be filed with the state.
  The term includes a series of a registered organization if the
  series is formed or organized under the laws of a single state and
  the statute of the state governing the series requires that the
  public organic record of the series be filed with the state.
         SECTION 4.  Sections 71.002(2), (4), and (9), Business &
  Commerce Code, are amended to read as follows:
               (2)  "Assumed name" means:
                     (A)  for an individual, a name that does not
  include the surname of the individual;
                     (B)  for a partnership, a name that does not
  include the surname or other legal name of each joint venturer or
  general partner;
                     (C)  for an individual or a partnership, a name,
  including a surname, that suggests the existence of additional
  owners by including words such as "Company," "& Company," "& Son,"
  "& Sons," "& Associates," "Brothers," and similar words, but not
  words that merely describe the business being conducted or the
  professional service being rendered;
                     (D)  for a limited partnership, a name other than
  the name stated in its certificate of formation;
                     (E)  for a company, a name used by the company;
                     (F)  for a corporation, a name other than the name
  stated in its certificate of formation or a comparable document;
                     (G)  for a limited liability partnership, a name
  other than the name stated in its application filed with the office
  of the secretary of state or a comparable document; [and]
                     (H)  for a limited liability company, a name other
  than the name stated in its certificate of formation or a comparable
  document, including the name of any protected series of the limited
  liability company established by its company agreement; and
                     (I)  for a registered series of a domestic limited
  liability company, a name other than the name stated in its
  certificate of registered series.
               (4)  "Company" means a real estate investment trust, a
  joint-stock company, or any other business, professional, or other
  association or legal entity that is not incorporated, other than a
  partnership, limited partnership, limited liability company,
  registered series of a limited liability company, limited liability
  partnership, or foreign filing entity.
               (9)  "Person" includes an individual, partnership,
  limited partnership, limited liability company, registered series
  of a limited liability company, limited liability partnership,
  company, corporation, or foreign filing entity.
         SECTION 5.  Section 71.003, Business & Commerce Code, is
  amended by adding Subsection (b-1) to read as follows:
         (b-1)  This chapter does not require a registered series of a
  limited liability company or its members to file a certificate to
  conduct business or render a professional service in this state
  under the name of the registered series as stated in the series'
  certificate of registered series.
         SECTION 6.  Section 71.051, Business & Commerce Code, is
  amended to read as follows:
         Sec. 71.051.  CERTIFICATE FOR CERTAIN UNINCORPORATED
  PERSONS. A person must file a certificate under this subchapter if
  the person regularly conducts business or renders a professional
  service in this state under an assumed name other than as a
  corporation, limited partnership, limited liability partnership,
  limited liability company, protected series or registered series of
  a limited liability company, or foreign filing entity.
         SECTION 7.  Section 71.101, Business & Commerce Code, is
  amended to read as follows:
         Sec. 71.101.  CERTIFICATE FOR INCORPORATED BUSINESS OR
  PROFESSION, LIMITED PARTNERSHIP, LIMITED LIABILITY PARTNERSHIP,
  LIMITED LIABILITY COMPANY, REGISTERED SERIES, OR FOREIGN FILING
  ENTITY. A corporation, limited partnership, limited liability
  partnership, limited liability company, registered series of a
  limited liability company, or foreign filing entity must file a
  certificate under this subchapter if the registered series or
  entity:
               (1)  regularly conducts business or renders
  professional services in this state under an assumed name; or
               (2)  is required by law to use an assumed name in this
  state to conduct business or render professional services.
         SECTION 8.  Section 71.102, Business & Commerce Code, is
  amended to read as follows:
         Sec. 71.102.  CONTENTS OF CERTIFICATE.  The certificate
  must state:
               (1)  the assumed name under which the business is or is
  to be conducted or the professional service is or is to be rendered;
               (2)  the registrant's name as stated in the
  registrant's certificate of formation or application filed with the
  office of the secretary of state or other comparable document,
  except that:
                     (A)  if the registrant is a limited liability
  company that is filing under an assumed name used by a protected
  series of the limited liability company, the certificate must state
  the name of that protected series as stated in the company agreement
  of the limited liability company and the name of the limited
  liability company as stated in the company's certificate of
  formation; or
                     (B)  if the registrant is a registered series of a
  limited liability company, the certificate must state the
  registrant's name as stated in its certificate of registered series
  and the name of the limited liability company as stated in the
  company's certificate of formation;
               (3)  the state, country, or other jurisdiction under
  the laws of which the registrant was formed, incorporated, or
  organized;
               (4)  the period, not to exceed 10 years, during which
  the registrant will use the assumed name;
               (5)  a statement specifying that the registrant is:
                     (A)  a for-profit corporation, nonprofit
  corporation, professional corporation, professional association,
  or other type of corporation;
                     (B)  a limited partnership, limited liability
  partnership, [or] limited liability company, or registered series
  of a limited liability company; or
                     (C)  another type of incorporated business,
  professional or other association, or legal entity, foreign or
  domestic;
               (6)  the street or mailing address of the registrant's
  principal office in this state or outside this state, as
  applicable; and
               (7)  the county or counties in this state where the
  registrant is or will be conducting business or rendering
  professional services under the assumed name.
         SECTION 9.  Section 71.103(a), Business & Commerce Code, is
  amended to read as follows:
         (a)  A corporation, limited partnership, limited liability
  partnership, limited liability company, registered series of a
  limited liability company, or foreign filing entity required to
  file a certificate under Section 71.101 shall file the certificate
  in the office of the secretary of state.
         SECTION 10.  Section 1.002, Business Organizations Code, is
  amended by amending Subdivision (69-b) and adding Subdivisions
  (77-a), (78-a), and (79-a) to read as follows:
               (69-b)  "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.
               (77-a)  "Protected series" means a series of a domestic
  limited liability company that is established as a protected series
  in accordance with Section 101.602.
               (78-a)  "Registered series" means a series of a
  domestic limited liability company that is formed as a registered
  series in accordance with Section 101.602.
               (79-a)  "Series," with respect to a limited liability
  company, means a designated series of members, managers, membership
  interests, or assets that is a protected series or a registered
  series, or that is neither a protected series nor a registered
  series.
         SECTION 11.  Subchapter D, Chapter 4, Business Organizations
  Code, is amended by adding Section 4.162 to read as follows:
         Sec. 4.162.  FILING FEES: REGISTERED SERIES OF LIMITED
  LIABILITY COMPANY. (a) For a filing by or for a registered series
  of a domestic limited liability company, the secretary of state
  shall impose the following fees:
               (1)  for filing a certificate of registered series,
  $300;
               (2)  for filing a certificate of amendment, $150; and
               (3)  for filing a certificate of termination, $40.
         (b)  For a filing by or for a registered series of a domestic
  limited liability company when no other fee has been provided, the
  secretary of state shall impose the same fee as the filing fee for a
  similar instrument under Section 4.151.
         SECTION 12.  Section 5.001, Business Organizations Code, is
  amended to read as follows:
         Sec. 5.001.  EFFECT ON RIGHTS UNDER OTHER LAW. (a) The
  filing of a certificate of formation by a filing entity under this
  code, an application for registration by a foreign filing entity
  under this code, a certificate of registered series, or an
  application for reservation or registration of a name under this
  chapter does not authorize the use of a name in this state in
  violation of a right of another under:
               (1)  the Trademark Act of 1946, as amended (15 U.S.C.
  Section 1051 et seq.);
               (2)  Chapter 16 or 71, Business & Commerce Code; or
               (3)  common law.
         (b)  The secretary of state shall deliver a notice that
  contains the substance of Subsection (a) to each of the following:
               (1)  a filing entity that files a certificate of
  formation under this code;
               (2)  a foreign filing entity that registers under this
  code;
               (3)  a person that reserves a name under Subchapter C;
  [and]
               (4)  a person that registers a name under Subchapter D;
  and
               (5)  a registered series of a domestic limited
  liability company that files a certificate of registered series.
         SECTION 13.  Section 5.051, Business Organizations Code, is
  amended to read as follows:
         Sec. 5.051.  ASSUMED NAME. A domestic entity, a protected
  series or registered series of a domestic limited liability
  company, or a foreign entity having authority to transact business
  in this state may transact business under an assumed name by filing
  an assumed name certificate in accordance with Chapter 71, Business &
  Commerce Code.  The requirements of this subchapter do not apply
  to an assumed name set forth in an assumed name certificate filed
  under that chapter.
         SECTION 14.  Section 5.052, Business Organizations Code, is
  amended to read as follows:
         Sec. 5.052.  UNAUTHORIZED PURPOSE IN NAME PROHIBITED. (a) A
  filing entity or a foreign filing entity may not have a name that
  contains any word or phrase that indicates or implies that the
  entity is engaged in a business that the entity is not authorized by
  law to pursue.
         (b)  A registered series may not have a name that contains
  any word or phrase that indicates or implies that the registered
  series is engaged in a business that the registered series is not
  authorized by law to pursue.
         SECTION 15.  Section 5.053(a), Business Organizations Code,
  is amended to read as follows:
         (a)  The name of a filing entity or registered series of a
  domestic limited liability company or the name under which a
  foreign filing entity registers to transact business in this state
  must be distinguishable in the records of the secretary of state
  from:
               (1)  the name of another existing filing entity;
               (2)  the name of a foreign filing entity that is
  registered under Chapter 9;
               (3)  the fictitious name under which a foreign filing
  entity is registered to transact business in this state;
               (4)  a name that is reserved under Subchapter C; [or]
               (5)  a name that is registered under Subchapter D; or
               (6)  the name of another existing registered series of
  a domestic limited liability company.
         SECTION 16.  Subchapter B, Chapter 5, Business Organizations
  Code, is amended by adding Section 5.0561 to read as follows:
         Sec. 5.0561.  NAME OF REGISTERED SERIES OF LIMITED LIABILITY
  COMPANY. The name of a registered series of a limited liability
  company must contain:
               (1)  the phrase "registered series"; or
               (2)  the abbreviation "RS" or "R.S." of that phrase.
         SECTION 17.  Section 5.061, Business Organizations Code, is
  amended to read as follows:
         Sec. 5.061.  NAME CONTAINING "LOTTO" OR "LOTTERY"
  PROHIBITED. A filing entity, [or] a foreign filing entity, or a
  registered series of a domestic limited liability company may not
  have a name that contains the word "lotto" or "lottery."
         SECTION 18.  Section 5.062(a), Business Organizations Code,
  is amended to read as follows:
         (a)  Subject to Subsection (b), a filing entity or a
  registered series of a domestic limited liability company may not
  have a name that:
               (1)  reasonably implies that the entity or registered
  series is created by or for the benefit of war veterans or their
  families; and
               (2)  contains the word or phrase, or any variation or
  abbreviation of:
                     (A)  "veteran";
                     (B)  "legion";
                     (C)  "foreign";
                     (D)  "Spanish";
                     (E)  "disabled";
                     (F)  "war"; or
                     (G)  "world war."
         SECTION 19.  Section 5.102(a), Business Organizations Code,
  is amended to read as follows:
         (a)  The secretary of state may reserve a name under this
  subchapter only if the name is distinguishable in the records of the
  secretary of state from:
               (1)  the name of an existing filing entity;
               (2)  the name of a foreign filing entity that is
  registered under Chapter 9;
               (3)  the fictitious name under which a foreign filing
  entity is registered to transact business in this state;
               (4)  a name that is reserved under this subchapter;
  [or]
               (5)  a name that is registered under Subchapter D; or
               (6)  the name of an existing registered series of a
  domestic limited liability company.
         SECTION 20.  Section 5.153(a), Business Organizations Code,
  is amended to read as follows:
         (a)  The secretary of state may register a name under this
  subchapter only if the name is distinguishable in the records of the
  secretary of state from:
               (1)  the name of an existing filing entity;
               (2)  the name of a foreign filing entity that is
  registered under Chapter 9;
               (3)  the fictitious name under which a foreign filing
  entity is registered to transact business in this state;
               (4)  a name that is reserved under Subchapter C; [or]
               (5)  a name that is registered under this subchapter;
  or
               (6)  the name of an existing registered series of a
  domestic limited liability company.
         SECTION 21.  Section 5.301, Business Organizations Code, is
  amended to read as follows:
         Sec. 5.301.  APPLICABILITY OF SUBCHAPTER.  (a) This
  subchapter applies to service of process, notice, or demand on a
  series of a domestic limited liability company or a series of a
  foreign entity.
         (b)  For purposes of this subchapter, a reference to a
  "series" is intended to be a reference to a protected series or
  registered series of a domestic limited liability company or to a
  series of a foreign entity that has the power to sue or be sued as a
  separate series under the laws of the jurisdiction of formation of
  the foreign entity.
         SECTION 22.  Section 11.206, Business Organizations Code, is
  amended to read as follows:
         Sec. 11.206.  EFFECT OF REINSTATEMENT. (a) When the
  reinstatement of a terminated entity takes effect:
               (1)  the existence of the terminated entity is
  considered to have continued without interruption from the date of
  termination; and
               (2)  the terminated entity may carry on its business as
  if the termination of its existence had not occurred.
         (b)  The reinstatement of a terminated limited liability
  company automatically reinstates any protected series or
  registered series that terminated because of the termination of the
  company.
         SECTION 23.  Section 101.0515, Business Organizations Code,
  is amended to read as follows:
         Sec. 101.0515.  EXECUTION OF FILINGS. (a) 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.
         (b)  Unless otherwise provided by this title, a filing
  instrument of a registered series of a domestic limited liability
  company must be signed by an authorized officer, manager, or member
  of the registered series.
         SECTION 24.  Section 101.054(a), Business Organizations
  Code, is amended to read as follows:
         (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, 101.151, 101.206, 101.501, or
  Subchapter M of Chapter 101, except that Sections 101.601(d),
  101.610, 101.611, 101.613(a), 101.616(2)(A) through (D), 101.618,
  or 101.619(b) may be waived or modified in the company agreement
  [101.602(b), or 101.613];
               (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, 10, 11, or 12, other than Section
  11.056.
         SECTION 25.  Sections 101.611, 101.612, and 101.613,
  Business Organizations Code, as amended by this Act, apply only to a
  distribution made on or after the effective date of this Act.  A
  distribution made before the effective date of this Act is governed
  by the law in effect on the date the distribution was made, and the
  former law is continued in effect for that purpose.
         SECTION 26.  This Act takes effect June 1, 2022.
 
 
 
 
 
  ______________________________ ______________________________
     President of the Senate Speaker of the House     
 
         I hereby certify that S.B. No. 1523 passed the Senate on
  April 9, 2021, by the following vote:  Yeas 31, Nays 0.
 
 
  ______________________________
  Secretary of the Senate    
 
         I hereby certify that S.B. No. 1523 passed the House on
  April 30, 2021, by the following vote:  Yeas 139, Nays 2, two
  present not voting.
 
 
  ______________________________
  Chief Clerk of the House   
 
 
 
  Approved:
 
  ______________________________ 
              Date
 
 
  ______________________________ 
            Governor