Texas Business Organizations Code

§ 101.109 — RIGHTS AND DUTIES OF ASSIGNEE OF MEMBERSHIP INTEREST BEFORE MEMBERSHIP

BO § 101.109Title 3. LIMITED LIABILITY COMPANIES · Ch. 101. LIMITED LIABILITY COMPANIES · Art. C. MEMBERSHIP

Statute text

(a)A person who is assigned a membership interest in a limited liability company is entitled to:

(1)receive any allocation of income, gain, loss, deduction, credit, or a similar item that the assignor is entitled to receive to the extent the allocation of the item is assigned;

(2)receive any distribution the assignor is entitled to receive to the extent the distribution is assigned; and

(3)the rights described by Section 101.502.

(b)An assignee of a membership interest in a limited liability company is entitled to become a member of the company on the approval of all of the company's members.

(c)An assignee of a membership interest in a limited liability company is not liable as a member of the company until the assignee becomes a member of the company. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. Amended by:

Legislative history

Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411), Sec. 49, eff. September 1, 2025.