Texas Business Organizations Code
§ 101.256 — PRESUMPTIONS FOR GOVERNING PERSONS OF CERTAIN LIMITED LIABILITY COMPANIES
BO § 101.256Title 3. LIMITED LIABILITY COMPANIES · Ch. 101. LIMITED LIABILITY COMPANIES · Art. F. MANAGEMENT
Statute text
View on source(a)This section applies only to a limited liability company that has a class or series of voting membership interests listed on a national securities exchange. Nothing in this subsection prohibits a limited liability company from adopting, in its company agreement, a provision that duplicates the effect of this section, regardless of whether the limited liability company has a class or series of voting membership interests listed on a national securities exchange.
(b)This section sets out certain presumptions concerning compliance by managerial officials with their duties, if any, to a domestic limited liability company, including any duties that pertain to transactions with interested persons.
(c)In taking or declining to take any action on any matters of a limited liability company's business, a governing person or officer, and each affiliate or associate of a governing person or officer, is presumed to act in good faith and in compliance with:
(1)the person's or officer's duties required under common law or the governing documents of the limited liability company; and
(2)the governing documents of the limited liability company.
(d)Neither a limited liability company nor any of the company's members has a cause of action against a governing person or officer or any affiliate or associate of a governing person or officer of the company as a result of any act or omission in the person's capacity as a governing person or officer of the company unless:
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Legislative history
Added by Acts 2025, 89th Leg., R.S., Ch. 21 (S.B. 29), Sec. 17, eff. May 14, 2025.