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Texas · Through 89th 2nd Called Legislative Session, 2025

Tex. Business Organizations Code § 101.109: RIGHTS AND DUTIES OF ASSIGNEE OF MEMBERSHIP INTEREST BEFORE MEMBERSHIP.

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Where this section sits in the code
  1. BUSINESS ORGANIZATIONS CODE
  2. TITLE 3. LIMITED LIABILITY COMPANIES
  3. CHAPTER 101. LIMITED LIABILITY COMPANIES
  4. SUBCHAPTER C. MEMBERSHIP

(a) A person who is assigned a membership interest in a limited liability company is entitled to:

(1) receive any allocation of income, gain, loss, deduction, credit, or a similar item that the assignor is entitled to receive to the extent the allocation of the item is assigned;

(2) receive any distribution the assignor is entitled to receive to the extent the distribution is assigned; and

(3) the rights described by Section 101.502.

(b) An assignee of a membership interest in a limited liability company is entitled to become a member of the company on the approval of all of the company's members.

(c) An assignee of a membership interest in a limited liability company is not liable as a member of the company until the assignee becomes a member of the company.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Amended by:

Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411), Sec. 49, eff. September 1, 2025.

Collected 2026-08-27T01:46:58Z. Source file · JSON

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