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Texas Business Organizations Code

§ 101.254 — DESIGNATION OF AGENTS; BINDING ACTS

BO § 101.254Title 3. LIMITED LIABILITY COMPANIES · Ch. 101. LIMITED LIABILITY COMPANIES · Art. F. MANAGEMENT

Statute text

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(a)Except as provided by this title and Title 1, each governing person of a limited liability company and each officer of a limited liability company vested with actual or apparent authority by the governing authority of the company is an agent of the company for purposes of carrying out the company's business.
(b)An act committed by an agent of a limited liability company described by Subsection (a) for the purpose of apparently carrying out the ordinary course of business of the company, including the execution of an instrument, document, mortgage, or conveyance in the name of the company, binds the company unless:
(1)the agent does not have actual authority to act for the company; and
(2)the person with whom the agent is dealing has knowledge of the agent's lack of actual authority.
(c)An act committed by an agent of a limited liability company described by Subsection (a) that is not apparently for carrying out the ordinary course of business of the company binds the company only if the act is authorized in accordance with this title. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. Amended by:

Legislative history

Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 37, eff. September 1, 2011.

Source: Texas Business Organizations Code § 101.254 from the Texas Constitution and Statutes (Texas Legislature) (public record). DecisionDepot is for informational use only and is not legal advice — verify against the official source before relying on this text.