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

Tex. Business Organizations Code § 101.110: RIGHTS AND LIABILITIES OF ASSIGNEE OF MEMBERSHIP INTEREST AFTER BECOMING MEMBER.

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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) An assignee of a membership interest in a limited liability company, after becoming a member of the company, is:

(1) entitled, to the extent assigned, to the same rights and powers granted or provided to a member of the company by the company agreement or this code;

(2) subject to the same restrictions and liabilities placed or imposed on a member of the company by the company agreement or this code; and

(3) except as provided by Subsection (b), liable for the assignor's obligation to make contributions to the company.

(b) An assignee of a membership interest in a limited liability company, after becoming a member of the company, is not obligated for a liability of the assignor that:

(1) the assignee did not have knowledge of on the date the assignee became a member of the company; and

(2) could not be ascertained from the company agreement.

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

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

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