Texas Business Organizations Code

§ 101.452 — STANDING TO BRING PROCEEDING

BO § 101.452Title 3. LIMITED LIABILITY COMPANIES · Ch. 101. LIMITED LIABILITY COMPANIES · Art. J. DERIVATIVE PROCEEDINGS

Statute text

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(a)Subject to Subsection (b), a member may not institute or maintain a derivative proceeding unless:

(1)the member:

(A)was a member of the limited liability company at the time of the act or omission complained of; or

(B)became a member by operation of law originating from a person that was a member at the time of the act or omission complained of; and

(2)the member fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company.

(b)If the converted entity in a conversion is a limited liability company, a member of that limited liability company may not institute or maintain a derivative proceeding based on an act or omission that occurred with respect to the converting entity before the date of the conversion unless:

…

Legislative history

Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 14, eff. September 1, 2019.