Texas Business Organizations Code
§ 11.056 — SUPPLEMENTAL PROVISIONS FOR LIMITED LIABILITY COMPANY
BO § 11.056Title 1. GENERAL PROVISIONS · Ch. 11. WINDING UP AND TERMINATION OF DOMESTIC ENTITY · Art. B. WINDING UP OF DOMESTIC ENTITY
Statute text
View on source(a)The termination of the continued membership of the last remaining member of a domestic limited liability company is an event requiring winding up under Section 11.051(4) unless, not later than one year after the date of the termination or within the period of time provided by the company agreement:
(1)the legal representative or successor of the last remaining member agrees:
(A)to continue the company; and
(B)to become a member of the company effective as of the date of the termination or to designate another person who agrees to become a member of the company effective as of the date of the termination; or
(2)a member is admitted to the company in the manner provided by the company agreement, effective as of the occurrence of the termination, under a provision of the company agreement that specifically provides for the admission of a member to the company after there is no longer a remaining member of the company.
(b)The event requiring winding up specified in Subsection (a) may be canceled in accordance with Sections 11.152(a) and 101.552(c).
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Legislative history
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 62, eff. September 1, 2007. Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 14, eff. September 1, 2023.