Title BO, Business Organizations Code

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 li…

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 require…

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 conv…

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…

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, 1…

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 b…

Sec. 101.631. FILING OF CERTIFICATE OF CONVERSION. (a) 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 co…

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. Added by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.

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: (i) two or more new protected series or registered series; or (ii) a s…

Sec. 101.634. CERTIFICATE OF MERGER. (a) 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 certifyi…

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) …

Sec. 101.636. PROHIBITION ON MERGER PERMITTED. A company agreement may provide that a protected series or registered series does not have the power to merge under Section 101.633. Added by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022. Amended by: Acts…