Texas Business Organizations Code

§ 101.356 — VOTES REQUIRED TO APPROVE CERTAIN ACTIONS

BO § 101.356Title 3. LIMITED LIABILITY COMPANIES · Ch. 101. LIMITED LIABILITY COMPANIES · Art. H. MEETINGS AND VOTING

Statute text

(a)Except as provided in this section or any other section in this title, an action of a limited liability company may be approved by the company's governing authority as provided by Section 101.355.

(b)Except as provided by Subsection (c), (d), or (e) or any other section in this title, an action of a limited liability company not apparently for carrying out the ordinary course of business of the company must be approved by the affirmative vote of the majority of all of the company's governing persons.

(c)Except as provided by Subsection (d) or (e) or any other section in this title, a fundamental business transaction of a limited liability company, or an action that would make it impossible for a limited liability company to carry out the ordinary business of the company, must be approved by the affirmative vote of the majority of all of the company's members.

(d)Except as provided by Subsection (e) or any other section of this title, the company's members must approve by an affirmative vote of all the members:

(1)an amendment to the certificate of formation of a limited liability company; or

(2)a restated certificate of formation that contains an amendment to the certificate of formation of a limited liability company.

…

Legislative history

Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 74, eff. January 1, 2006.