Texas Business Organizations Code
§ 101.628 — AUTHORIZATION OF CONVERSION
BO § 101.628Title 3. LIMITED LIABILITY COMPANIES · Ch. 101. LIMITED LIABILITY COMPANIES · Art. M. SERIES LIMITED LIABILITY COMPANY
Statute text
View on source(a)A converting series of a domestic limited liability company may convert to a converted series of the company by adopting a plan of conversion of the converting series to a converted series of the company.
(b)If the company agreement of the limited liability company specifies the manner of adopting a plan of conversion of a converting series to a converted series of that company, the plan of conversion must be adopted as specified by the company agreement. If the company agreement does not specify the manner of adopting a plan of conversion of a converting series of the company to a converted series of that company and does not prohibit a conversion of a converting series to a converted series, the plan of conversion must be authorized by members of the converting series who own more than 50 percent of the then-current percentage or other interest in the profits of the converting series owned by all of the members of the converting series. If the plan of conversion provides for any amendment to the company agreement, the plan of conversion must also be approved in the manner required by this subchapter for the approval of that amendment.
(c)A converting series may not convert if a member associated with the converting series, as a result of the conversion, would become subject to liability under the company agreement as a member, without that member's consent, for a liability or other obligation of the converted series for which the member is not liable under the company agreement as a member of the converting series before the conversion.
(d)At the time a conversion takes effect, each member of the converting series has, unless otherwise agreed to by that member, a membership interest in and is the member of the converted series.
(e)A plan of conversion must be in writing and must include:
(1)the name of the converting series;
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Legislative history
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 47, eff. September 1, 2023.