By: Schwertner	S.B. No. 1514

	A BILL TO BE ENTITLED
	AN ACT
	relating to business entities and nonprofit entities.
	BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
	SECTION 1.  Sections 71.002(2) and (7), Business & Commerce
	Code, are amended to read as follows:
	(2)  "Assumed name" means:
	(A)  for an individual, a name that does not
	include the surname of the individual;
	(B)  for a partnership, a name that does not
	include the surname or other legal name of each joint venturer or
	general partner;
	(C)  for an individual or a partnership, a name,
	including a surname, that suggests the existence of additional
	owners by including words such as "Company," "& Company," "& Son,"
	"& Sons," "& Associates," "Brothers," and similar words, but not
	words that merely describe the business being conducted or the
	professional service being rendered;
	(D)  for a limited partnership, a name other than
	the name stated in its certificate of formation;
	(E)  for a company, a name used by the company;
	(F)  for a corporation, a name other than the name
	stated in its certificate of formation or a comparable document;
	(G)  for a limited liability partnership, a name
	other than the name stated in its application filed with the office
	of the secretary of state or a comparable document;
	(H)  for a limited liability company, a name other
	than the name stated in its certificate of formation or a comparable
	document, including the name of any protected series of the limited
	liability company established by its company agreement if the name
	of the protected series does not include the name of the limited
	liability company stated in the limited liability company's
	certificate of formation or a comparable document; and
	(I)  for a registered series of a domestic limited
	liability company, a name other than the name stated in its
	certificate of registered series.
	(7)  "Office" means,[:
	[(A)]  for a person that is not an individual [or
	that is a corporation that is not required to or does not maintain a
	registered office in this state], the person's[:
	[(i)]  principal office in this state or
	outside of this state, as applicable[; and
	[(ii)  principal place of business if not
	the same as the person's principal office; and
	[(B)  for a corporation, limited partnership,
	limited liability partnership, limited liability company, or
	foreign filing entity that is required to maintain a registered
	office in this state, the entity's:
	[(i)  registered office; and
	[(ii)  principal office if not the same as
	the entity's registered office].
	SECTION 2.  Subchapter B, Chapter 1, Business Organizations
	Code, is amended by adding Section 1.055 to read as follows:
	Sec. 1.055.  DOCTRINE OF INDEPENDENT LEGAL SIGNIFICANCE. An
	action validly taken under a provision of this code may not be
	considered invalid because the action is identical or similar in
	substance to an action that could have been taken under another
	provision of this code but fails to satisfy one or more requirements
	prescribed by that other provision.
	SECTION 3.  Section 3.059(b), Business Organizations Code,
	is amended to read as follows:
	(b)  A restated certificate of formation may omit:
	(1)  the name and address of each organizer other than
	the name and address of each general partner of a limited
	partnership or trust manager of a real estate investment trust;
	[and]
	(2)  the initial mailing address of the filing entity;
	and
	(3)  any other information that may be omitted under
	the provisions of this code applicable to the filing entity.
	SECTION 4.  Section 3.203, Business Organizations Code, is
	amended to read as follows:
	Sec. 3.203.  SIGNATURE REQUIREMENT. (a) A certificate
	representing an ownership interest in [The managerial official or
	officials of] a domestic entity must contain the signature or
	signatures of each managerial official of the entity that is
	authorized by the governing documents of the entity to sign
	certificated ownership interests of the entity [must sign any
	certificate representing an ownership interest in the entity].
	(b)  A certificated ownership interest that contains the
	[manual or facsimile] signature of a person who is no longer a
	managerial official of a domestic entity when the certificate is
	issued may be issued by the entity in the same manner and with the
	same effect as if the person had remained a managerial official.
	SECTION 5.  Section 3.251(3), Business Organizations Code,
	is amended to read as follows:
	(3)  "Emergency period" means any period during which
	the governing authority of a domestic entity, due to a condition
	that is a part of or results from an emergency, is unable to satisfy
	one or more requirements of the entity's governing documents or
	this code necessary for action by vote at a meeting of the governing
	authority outside of an emergency period.
	SECTION 6.  Section 4.005, Business Organizations Code, is
	amended by adding Subsection (f) to read as follows:
	(f)  Subject to any qualification stated in the certificate,
	a certificate issued by the secretary of state stating that a
	domestic registered series is in existence may be relied on as
	conclusive evidence of the existence of the domestic registered
	series.
	SECTION 7.  Section 5.051, Business Organizations Code, is
	amended to read as follows:
	Sec. 5.051.  ASSUMED NAME. A domestic entity, a protected
	series or registered series of a domestic limited liability
	company, or a foreign entity having authority to transact business
	in this state may transact business under an assumed name on
	compliance [by filing an assumed name certificate in accordance]
	with Chapter 71, Business & Commerce Code. The requirements of this
	subchapter do not apply to an assumed name set forth in an assumed
	name certificate filed under that chapter.
	SECTION 8.  Section 6.201(b-3), Business Organizations
	Code, is amended to read as follows:
	(b-3)  By a provision in the written consent or by a written
	instruction to an agent of the filing entity, a person signing a
	written consent may provide that the person's consent is to take
	effect at a future time, which must be not later than the 60th day
	after the date all persons entitled to vote on the action have
	signed the [person's] consent or consents. The [A] person's written
	consent is considered to have been given at the later of that future
	effective time or a later effective time determined under
	Subsection (b-1) or (b-2), so long as the person:
	(1)  is entitled to vote on the action subject to the
	consent, which is determined as of the applicable effective time
	or, if applicable, the record date established under Section 6.102;
	and
	(2)  did not revoke the consent before the applicable
	effective time.
	SECTION 9.  Sections 6.202(b) and (c-3), Business
	Organizations Code, are amended to read as follows:
	(b)  Except as provided by this code, the certificate of
	formation of a filing entity may authorize the owners or members of
	the entity to take action without holding a meeting, providing
	prior notice, or taking a vote if owners or members of the entity
	having at least the minimum number of votes that would be necessary
	to take the action that is the subject of the consent at a meeting,
	in which each owner or member entitled to vote on the action is
	present and votes, sign a written consent or consents stating the
	action taken.
	(c-3)  If two or more of the written consents described by
	Subsection (c-2) have different future effective times, the latest
	future effective time of those consents applies to all of the
	consents. The written consent or consents are considered to have
	been given for purposes of this section at the applicable effective
	time so long as owners or members satisfying the minimum
	requirements in Subsection (b):
	(1)  are determined to be owners or members, as
	applicable, as of:
	(A)  that effective time; or
	(B)  if applicable, the record date established
	under Section 6.102; and
	(2)  have signed and not revoked the [the owner's or
	member's] consent or consents at any time before the applicable
	effective time of the consent or consents.
	SECTION 10.  Section 10.151(a), Business Organizations
	Code, is amended to read as follows:
	(a)  A [After approval of a plan of merger or a plan of
	exchange as provided by this code, a] certificate of merger, which
	may also include an exchange, or a certificate of exchange, as
	applicable, must be filed for a merger or interest exchange to
	become effective if:
	(1)  for a merger:
	(A)  any domestic entity that is a party to the
	merger is a filing entity; or
	(B)  any domestic entity to be created under the
	plan of merger is a filing entity; or
	(2)  for an exchange, an ownership or membership
	interest in any filing entity is to be acquired in the interest
	exchange.
	SECTION 11.  Section 10.154(a), Business Organizations
	Code, is amended to read as follows:
	(a)  A [After approval of a plan of conversion as provided by
	this code, a] certificate of conversion must be filed for the
	conversion to become effective if:
	(1)  any domestic entity that is a party to the
	conversion is a filing entity; or
	(2)  any domestic entity to be created under the plan of
	conversion is a filing entity.
	SECTION 12.  Section 10.355(c), Business Organizations
	Code, is amended to read as follows:
	(c)  A notice required to be provided under Subsection (a),
	(b), or (b-1) must:
	(1)  be accompanied by:
	(A)  a copy of this subchapter; or
	(B)  information directing the owner to a publicly
	available electronic resource at which this subchapter may be
	accessed without subscription or cost; and
	(2)  advise the owner of the location of the
	responsible organization's principal executive offices to which a
	notice required under Section 10.356(b)(1) or a demand under
	Section 10.356(b)(3), or both, may be provided.
	SECTION 13.  Section 10.364(d), Business Organizations
	Code, is amended to read as follows:
	(d)  The responsible organization shall[:
	[(1)  immediately] pay the amount of the judgment to
	the [a] holder of the [an uncertificated] ownership interest on the
	terms and conditions ordered by the court[; and
	[(2)  pay the amount of the judgment to a holder of a
	certificated ownership interest immediately after the certificate
	holder surrenders to the responsible organization an endorsed
	certificate representing the ownership interest].
	SECTION 14.  Section 11.056, Business Organizations Code, is
	amended by amending Subsection (a) and adding Subsection (c) to
	read as follows:
	(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 [the 90th day] 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) [(1)]  to continue the company; and
	(B) [(2)]  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.
	(c)  The company agreement may provide that the legal
	representative or successor of the last remaining member is
	obligated to agree to continue the company and to the admission of
	the legal representative or successor, or the representative's or
	successor's nominee or designee, as a member effective as of the
	occurrence of the event that terminates the continued membership of
	the last remaining member.
	SECTION 15.  Sections 11.202(a) and (c), Business
	Organizations Code, are amended to read as follows:
	(a)  To the extent applicable, a terminated entity, to be
	reinstated, must complete the requirements of this section [not
	later than the third anniversary of the date the termination of the
	terminated entity's existence took effect].
	(c)  After approval of the reinstatement of a filing entity
	that was terminated, [and not later than the third anniversary of
	the date of the filing of the entity's certificate of termination,]
	the filing entity shall file a certificate of reinstatement in
	accordance with Chapter 4.
	SECTION 16.  Section 11.253, Business Organizations Code, is
	amended by adding Subsection (e) to read as follows:
	(e)  The reinstatement of a terminated limited liability
	company automatically reinstates any protected series or
	registered series that terminated because of the termination of the
	company.
	SECTION 17.  Section 11.254, Business Organizations Code, is
	amended by adding Subsection (c) to read as follows:
	(c)  The reinstatement of a limited liability company's
	certificate of formation after its forfeiture automatically
	reinstates any protected series or registered series that
	terminated because of the forfeiture.
	SECTION 18.  Subchapter F, Chapter 11, Business
	Organizations Code, is amended by adding Section 11.255 to read as
	follows:
	Sec. 11.255.  REINSTATEMENT OF CERTIFICATE OF FORMATION
	FOLLOWING FAILURE TO REVIVE; REINSTATEMENT RETROACTIVE. (a) A
	nonprofit corporation whose certificate of formation has been
	terminated under Section 22.364 must follow the procedure required
	by Section 22.365 to reinstate the nonprofit corporation's
	certificate of formation. A nonprofit corporation whose
	certificate of formation is reinstated under Section 22.365 is
	considered to have continued in existence without interruption from
	the date of termination.
	(b)  A limited partnership whose certificate of formation
	has been terminated under Section 153.311 must follow the procedure
	required by Section 153.312 to reinstate the limited partnership's
	certificate of formation. A limited partnership whose certificate
	of formation is reinstated under Section 153.312 is considered to
	have continued in existence without interruption from the date of
	termination.
	SECTION 19.  Sections 11.356(a) and (b), Business
	Organizations Code, are amended to read as follows:
	(a)  Notwithstanding the termination of a domestic filing
	entity under this code or the Tax Code [chapter], the terminated
	filing entity continues in existence until the third anniversary of
	the effective date of the entity's termination only for purposes
	of:
	(1)  prosecuting or defending in the terminated filing
	entity's name an action or proceeding brought by or against the
	terminated entity;
	(2)  permitting the survival of an existing claim by or
	against the terminated filing entity;
	(3)  holding title to and liquidating property that
	remained with the terminated filing entity at the time of
	termination or property that is collected by the terminated filing
	entity after termination;
	(4)  applying or distributing property, or its
	proceeds, as provided by Section 11.053; and
	(5)  settling affairs not completed before
	termination.
	(b)  A terminated filing entity may not continue its
	existence for the purpose of continuing the business or affairs for
	which the terminated filing entity was formed unless the terminated
	filing entity is reinstated under this code or the Tax Code
	[Subchapter E].
	SECTION 20.  Section 11.359(c), Business Organizations
	Code, is amended to read as follows:
	(c)  Notwithstanding Subsections (a) and (b), the
	extinguishment of an existing claim with respect to a terminated
	filing entity as provided by this section is nullified if:
	(1)  the filing entity's termination is revoked with
	retroactive effect under Section 11.153;
	(2)  the terminated filing entity is reinstated with
	retroactive effect as provided by Section 11.206;
	(3)  the terminated filing entity is reinstated with
	retroactive effect as provided by Section 11.253(d); [or]
	(4)  the terminated filing entity's certificate of
	formation is reinstated under the Tax Code with retroactive effect
	as provided by Section 11.254;
	(5)  the terminated filing entity's certificate of
	formation is reinstated under Chapter 22 with retroactive effect as
	provided by Section 11.255(a); or
	(6)  the terminated filing entity's certificate of
	formation is reinstated under Chapter 153 with retroactive effect
	as provided by Section 11.255(b).
	SECTION 21.  Section 20.002(c), Business Organizations
	Code, is amended to read as follows:
	(c)  The fact that an act or transfer is beyond the scope of
	the expressed purpose or purposes of the corporation or is
	inconsistent with an expressed limitation on the authority of an
	officer or director may be asserted in a proceeding:
	(1)  by a shareholder or member against the corporation
	to enjoin the performance of an act or the transfer of property by
	or to the corporation;
	(2)  by the corporation, acting directly or through a
	receiver, trustee, or other legal representative, or through
	members or shareholders in a representative suit, against an
	officer or director or former officer or director of the
	corporation for exceeding that person's authority; or
	(3)  by the attorney general to:
	(A)  terminate the corporation;
	(B)  enjoin the corporation from performing an
	unauthorized act; or
	(C)  enforce divestment of real property acquired
	or held contrary to the laws of this state.
	SECTION 22.  Section 21.157, Business Organizations Code, is
	amended by amending Subsections (a) and (d) and adding Subsections
	(e), (f), and (g) to read as follows:
	(a)  Except as provided by Section 21.158, a corporation may
	issue shares for consideration if authorized by the board of
	directors of the corporation. Shares may be issued in one or more
	transactions in the number, at the time, and for the consideration
	stated in or determined by the authorization of the board of
	directors.
	(d)  An authorization of the board of directors may delegate
	to a person or persons, in addition to the board of directors, the
	authority to enter into one or more transactions to issue shares.
	With respect to a transaction entered into by a person or persons to
	whom authority was delegated under this subsection, shares may be
	issued in the number, at the time, and for the consideration the
	person or persons may determine [The authorization by the board of
	directors for the issuance of shares may provide that any shares to
	be issued under the authorization may be issued:
	[(1)  in one or more transactions in the numbers and at
	the times as stated in or determined by the authorization; or
	[(2)  in the manner stated in the authorization, which
	may include a determination or action by any person or persons,
	including the corporation,] if that [the] authorization of the
	board of directors:
	(1)  states:
	(A)  the maximum number of shares that may be
	issued under the authorization;
	(B)  the period of time during which the shares
	may be issued; and
	(C)  the minimum amount of consideration for which
	the shares may be issued; and
	(2)  does not permit the person or persons to whom
	authority was delegated to issue shares to that person or those
	persons.
	(e)  A provision of an authorization provided under
	Subsection (a) or (d) may depend on a fact ascertainable outside of
	the authorization, if the manner in which the fact operates on the
	authorization is clearly and expressly included in the
	authorization. In this subsection, "fact" includes the occurrence
	of any event, including a determination or action by any person or
	persons.
	(f)  If the authorization of the board of directors delegates
	to a person or persons the authority to enter into a transaction to
	issue shares under Subsection (d), the provisions of the
	authorization under Subsection (d)(1) may not depend on a
	determination or action by the person or persons to whom authority
	was delegated.
	(g)  In this section and notwithstanding Section 1.002,
	"person" includes a committee of the board of directors.
	SECTION 23.  Section 21.160(a), Business Organizations
	Code, is amended to read as follows:
	(a)  Subject to Subsection (b) and Section 21.157,
	consideration to be received for shares must be determined:
	(1)  by the board of directors;
	(2)  by a plan of conversion, if the shares are to be
	issued by a converted corporation under the plan; or
	(3)  by a plan of merger, if the shares are to be issued
	under the plan by a corporation created under the plan.
	SECTION 24.  Section 21.168, Business Organizations Code, is
	amended by amending Subsections (c) and (d) and adding Subsections
	(e), (f), (g), and (h) to read as follows:
	(c)  Subject to the certificate of formation, a right or
	option described by this section must state the terms and
	conditions on which, the time within which, and any consideration,
	including a formula by which the consideration may be determined,
	for which the shares may be purchased or received from the
	corporation on the exercise of the right or option. [A formula by
	which the consideration may be determined may include or be made
	dependent on facts ascertainable outside the formula, if the manner
	in which those facts operate on the formula is clearly or expressly
	set forth in the formula or in the authorization approving the
	formula.]
	(d)  Subject to the certificate of formation, convertible
	indebtedness described by this section must state the terms and
	conditions on which, the time within which, and the conversion
	ratio, which may be stated as a formula by which the conversion
	ratio may be determined, at which the indebtedness may be converted
	into shares. The formula may include or be made dependent on facts
	ascertainable outside the formula, if the manner in which those
	facts operate on the formula is clearly or expressly provided by the
	formula or in the authorization approving the formula.
	(e)  An authorization of the board of directors may delegate
	to a person or persons, in addition to the board of directors, the
	authority to enter into one or more transactions to issue rights or
	options. For a transaction entered into by a person or persons to
	whom authority was delegated under this subsection, the rights or
	options may be issued in the number, at the time, and for the
	consideration as the person or persons may determine if that
	authorization of the board of directors:
	(1)  states:
	(A)  the maximum number of rights or options, and
	the maximum number of shares issuable on exercise of those rights or
	options, that may be issued under the authorization;
	(B)  the period of time during which the rights or
	options, and the shares issuable on exercise of those rights or
	options, may be issued; and
	(C)  the minimum amount of consideration:
	(i)  if any, for which the rights or options
	may be issued; and
	(ii)  for the shares issuable on exercise of
	the rights or options; and
	(2)  does not permit the person or persons to whom
	authority was delegated to issue rights, options, or shares to that
	person or those persons.
	(f)  A provision of a right or option or an authorization of a
	right or option under this section may depend on a fact
	ascertainable outside of the right, option, or authorization, if
	the manner in which the fact operates on the right, option, or
	authorization is clearly and expressly set forth in the right,
	option, or authorization. In this subsection, "fact" includes the
	occurrence of any event, including a determination or action by any
	person or persons.
	(g)  If the authorization of the board of directors delegates
	to a person or persons the authority to enter into a transaction to
	issue rights or options under Subsection (e), the provisions of the
	authorization under Subsection (e)(1) may not depend on a
	determination or action by the person or persons to whom authority
	was delegated.
	(h)  In this section and notwithstanding Section 1.002,
	"person" includes a committee of the board of directors.
	SECTION 25.  Section 21.169(c), Business Organizations
	Code, is amended to read as follows:
	(c)  Except as provided by Section 21.168, unless [Unless]
	otherwise provided under the terms of rights or options or the
	agreement or plan under which the rights or options are issued, the
	authority to grant, amend, redeem, extend, or replace the rights or
	options on behalf of a corporation is vested exclusively in the
	board of directors of the corporation. A bylaw may not require the
	board to grant, amend, redeem, extend, or replace the rights or
	options.
	SECTION 26.  Section 21.218, Business Organizations Code, is
	amended by amending Subsections (b) and (c) and adding Subsection
	(b-1) to read as follows:
	(b)  On written demand stating a proper purpose, a holder of
	shares of a corporation for at least six months immediately
	preceding the holder's demand, or a holder of at least five percent
	of all of the outstanding shares of a corporation, is entitled to
	examine and copy, at a reasonable time at the corporation's
	principal place of business or other location approved by the
	corporation and the holder, the corporation's books, records of
	account, minutes, [and] share transfer records, and other records,
	whether in written or other tangible form, if the record is
	reasonably related to and appropriate to examine and copy for that
	proper [relating to the stated] purpose.
	(b-1)  The examination and copying may be conducted by the
	holder of shares [in person] or through an agent, accountant, or
	attorney. An agent, accountant, or attorney who conducts an
	examination and copying under this section is subject to any
	obligations of the shareholder with respect to the records made
	available for examination and copying.
	(c)  This section does not impair the power of a court, on the
	presentation of proof of proper purpose by a beneficial or record
	holder of shares, to compel the production for examination by the
	holder, at the holder's cost, of the books and records of account
	[accounts], minutes, [and] share transfer records, and other
	records, whether in written or other tangible form, of a
	corporation, regardless of the period during which the holder was a
	beneficial holder or record holder and regardless of the number of
	shares held by the person.
	SECTION 27.  Section 21.220, Business Organizations Code, is
	amended to read as follows:
	Sec. 21.220.  PENALTY FOR FAILURE TO PREPARE VOTING LIST. An
	officer or agent of a corporation who is in charge of the
	corporation's share transfer records and who does not prepare the
	list of shareholders, keep the list on file for a 10-day period
	before the annual meeting, or [produce and] keep the list available
	for inspection [at the annual meeting] as required by Sections
	21.354 and 21.372 is liable to a shareholder who suffers damages
	because of the failure for the damage caused by the failure.
	SECTION 28.  Section 21.354(a), Business Organizations
	Code, is amended to read as follows:
	(a)  The list of shareholders entitled to vote at the meeting
	prepared under Section 21.372 shall be[:
	[(1)]  subject to inspection by a shareholder during
	regular business hours[; and
	[(2)  produced and kept open at the meeting].
	SECTION 29.  Section 21.372(a-1), Business Organizations
	Code, is amended to read as follows:
	(a-1)  Instead of being kept on file, the list required by
	Subsection (a) may be kept on a reasonably accessible electronic
	data system if the information required to gain access to the list
	is provided with notice of the meeting. Section 21.353(c)[,
	Section 21.354(a-1),] and this subsection may not be construed to
	require a corporation to include any electronic contact information
	of a shareholder on the list. A corporation that elects to make the
	list available on an electronic data system must take reasonable
	measures to ensure the information is available only to
	shareholders of the corporation.
	SECTION 30.  Section 22.220, Business Organizations Code, is
	amended by amending Subsection (a) and adding Subsection (c) to
	read as follows:
	(a)  The certificate of formation or bylaws of a corporation
	may provide that an action required by this chapter to be taken at a
	meeting of the corporation's directors or an action that may be
	taken at a meeting of the directors or a committee may be taken
	without holding a meeting, providing prior notice, or taking a vote
	if a written consent, stating the action to be taken, is signed by
	the number of directors or committee members necessary to take that
	action at a meeting at which all of the directors or committee
	members are present and voting. The consent must state the date of
	each director's or committee member's signature.
	(c)  Notwithstanding a provision of this code, advance
	notice is not required to be given to take an action by written
	consent as provided by this section.
	SECTION 31.  Section 22.230(e), Business Organizations
	Code, is amended to read as follows:
	(e)  If at least one of the conditions of Subsection (b) is
	satisfied, neither the corporation nor any of the corporation's
	members [shareholders] will have a cause of action against any of
	the persons described by Subsection (a) for breach of duty with
	respect to the making, authorization, or performance of the
	contract or transaction because the person had the relationship or
	interest described by Subsection (a) or took any of the actions
	authorized by Subsection (d).
	SECTION 32.  Section 101.001(1), Business Organizations
	Code, is amended to read as follows:
	(1)  "Company agreement" means any agreement, written,
	implied, or oral, of the members concerning the affairs or the
	conduct of the business of a limited liability company. A company
	agreement of a limited liability company having only one member is
	not unenforceable because only one person is a party to the company
	agreement. A written company agreement may consist of one or more
	agreements, instruments, or other writings and may include or
	incorporate one or more schedules, supplements, or other writings
	providing for the conduct of the business and affairs of the limited
	liability company or of a series of the limited liability company.
	SECTION 33.  Section 101.051, Business Organizations Code,
	is amended to read as follows:
	Sec. 101.051.  CERTAIN PROVISIONS CONTAINED IN CERTIFICATE
	OF FORMATION. (a) A provision that may be included [contained] in
	the company agreement of a limited liability company may
	[alternatively] be included in the certificate of formation of the
	company as provided by Section 3.005(b).
	(b)  A reference in this title to the company agreement of a
	limited liability company includes any provision contained in the
	company's certificate of formation to the extent that the provision
	reflects the agreement of each member concerning the affairs or the
	conduct of the business of the limited liability company [instead
	of the company agreement as provided by Subsection (a)].
	SECTION 34.  Section 101.052, Business Organizations Code,
	is amended by amending Subsection (f) and adding Subsection (g) to
	read as follows:
	(f)  A company agreement is enforceable by or against the
	limited liability company, including a protected series or
	registered series of the company, regardless of whether the
	company, or the protected series or registered series of the
	company, has signed or otherwise expressly adopted the agreement.
	(g)  A member or manager of a limited liability company, or
	an assignee of a membership interest of a limited liability
	company, is bound by the company agreement, regardless of whether
	the member, manager, or assignee signs the company agreement.
	SECTION 35.  Sections 101.054(a) and (e), Business
	Organizations Code, are amended to read as follows:
	(a)  Except as provided by this section, the following
	provisions may not be waived or modified in the company agreement of
	a limited liability company:
	(1)  this section;
	(2)  Section 101.101, 101.151, 101.206, 101.501, or
	Subchapter M of Chapter 101, except that Sections 101.601(d),
	101.610, 101.611, 101.613(a), 101.616(2)(A) through (D), 101.618,
	or 101.619(b) may be waived or modified in the company agreement;
	(3)  Chapter 1, if the provision is used to interpret a
	provision or define a word or phrase contained in a section listed
	in this subsection;
	(4)  Chapter 2, except that Section 2.104(c)(2),
	2.104(c)(3), or 2.113 may be waived or modified in the company
	agreement;
	(5)  Chapter 3, except that Subchapters C and E may be
	waived or modified in the company agreement; or
	(6)  Chapter 4, 5, 10, 11, or 12[, other than Section
	11.056].
	(e)  The company agreement may not unreasonably restrict a
	member's or assignee's rights [person's right of access to records
	and information] under Section 101.502.
	SECTION 36.  Subchapter B, Chapter 101, Business
	Organizations Code, is amended by adding Section 101.056 to read as
	follows:
	Sec. 101.056.  RATIFICATION OF VOID OR VOIDABLE ACTS OR
	TRANSACTIONS. (a) Any act or transaction taken by or with respect
	to a limited liability company under this code or a company
	agreement that is void or voidable when taken may be ratified, and
	the failure to comply with any requirements of the company
	agreement which caused the act or transaction to be void or voidable
	may be waived, in accordance with this section.
	(b)  An act or transaction may be ratified or waived, as
	applicable, with the approval of the members, managers, or other
	persons whose approval would be required under the company
	agreement at the time of the ratification or waiver:
	(1)  for the void or voidable act or transaction to be
	validly taken; or
	(2)  to amend the company agreement in a manner that
	would permit the void or voidable act or transaction to be validly
	taken.
	(c)  If the void or voidable act or transaction was the
	issuance or assignment of any membership interests, the membership
	interests purportedly issued or assigned are deemed to have not
	been issued or assigned for purposes of determining whether the
	void or voidable act or transaction is ratified or waived under this
	section.
	(d)  Any act or transaction ratified or waived under this
	section is deemed validly taken at the time the act or transaction
	occurred.
	(e)  This section may not be construed to limit the
	accomplishment of a ratification or waiver of a void or voidable act
	or transaction by other lawful means.
	SECTION 37.  Section 101.206(e), Business Organizations
	Code, is amended to read as follows:
	(e)  This section may not be construed to affect the
	obligation of a member of a limited liability company to return a
	distribution to the company under the company agreement, another
	agreement, or other state or federal law.
	SECTION 38.  Section 101.252, Business Organizations Code,
	is amended to read as follows:
	Sec. 101.252.  MANAGEMENT BY GOVERNING AUTHORITY. The
	governing authority of a limited liability company shall direct the
	management of [manage] the business and affairs of the company and
	exercise or authorize the exercise of the powers of the company as
	provided by:
	(1)  the company agreement; and
	(2)  this title and the provisions of Title 1
	applicable to a limited liability company to the extent that the
	company agreement does not provide for the management of the
	company.
	SECTION 39.  Section 101.358(b), Business Organizations
	Code, is amended to read as follows:
	(b)  Notwithstanding Sections 6.201 and 6.202, an action may
	be taken without holding a meeting, providing prior or subsequent
	notice, or taking a vote if a written consent or consents stating
	the action to be taken is signed by the number of governing persons,
	members, or committee members of a limited liability company, as
	appropriate, necessary to have at least the minimum number of votes
	that would be necessary to take the action at a meeting at which
	each governing person, member, or committee member, as appropriate,
	entitled to vote on the action is present and votes.
	SECTION 40.  Section 101.457, Business Organizations Code,
	is amended to read as follows:
	Sec. 101.457.  TOLLING OF STATUTE OF LIMITATIONS. A written
	demand filed with the limited liability company under Section
	101.453 tolls the statute of limitations on the claim on which
	demand is made until the later of:
	(1)  the 31st day after the expiration of any waiting
	period under Section 101.453 [101.453(a)]; or
	(2)  the 31st day after the expiration of any stay
	granted under Section 101.455, including all continuations of the
	stay.
	SECTION 41.  Section 101.502, Business Organizations Code,
	is amended to read as follows:
	Sec. 101.502.  RIGHT TO EXAMINE RECORDS [AND CERTAIN OTHER
	INFORMATION]. (a) A member of a limited liability company or an
	assignee of a membership interest in a limited liability company,
	[or a representative of the member or assignee,] on written demand
	stating [request and for] a proper purpose, is entitled to [may]
	examine and copy at a [any] reasonable time at the limited liability
	company's principal office identified under Section 101.501(c) or
	another location approved by the limited liability company and the
	member or assignee, any records of the limited liability company,
	whether in written or other tangible form, which are reasonably
	related to and appropriate to examine and copy for that proper
	purpose [and at the member's or assignee's expense:
	[(1)  records required under Sections 3.151 and
	101.501; and
	[(2)  other information regarding the business,
	affairs, and financial condition of the company that is reasonable
	for the person to examine and copy].
	(b)  The examination and copying under Subsection (a) may be
	conducted [A limited liability company shall provide to a member of
	the company or an assignee of a membership interest in the company,
	on written request] by the member or assignee or through an agent,
	accountant, or attorney. An agent, accountant, or attorney who
	conducts an examination and copying under this section is subject
	to any obligations of the member or assignee with respect to the
	records made available for examination and copying. [sent to the
	company's principal office in the United States or, if different,
	the person and address designated in the company agreement, a free
	copy of:]
	(c)  On written request of a member or an assignee of a
	membership interest, the limited liability company shall provide to
	the requesting member or assignee without charge copies of:
	(1)  the company's certificate of formation, including
	any amendments to or restatements of the certificate of formation;
	(2)  if in writing, the company agreement, including
	any amendments to or restatements of the company agreement; and
	(3)  any tax returns described by Section
	101.501(a)(2).
	(d)  A demand or request made by a member or assignee under
	Subsection (a) or (c) must be made to:
	(1)  the person who is designated to receive the demand
	or request in the company agreement at the address designated in the
	company agreement; or
	(2)  if there is no designation, a manager or managing
	member at the limited liability company's principal office in the
	United States.
	SECTION 42.  Section 101.601(c), Business Organizations
	Code, is amended to read as follows:
	(c)  Nothing in this subchapter shall be construed to limit
	the application of the principle of freedom of [to] contract to a
	series that is not a protected series or a registered series.
	Except as otherwise provided by Sections 101.627 through 101.636, a
	series may not merge or convert.
	SECTION 43.  Section 101.623(b), Business Organizations
	Code, is amended to read as follows:
	(b)  A certificate of registered series must state:
	(1)  the name of the limited liability company;
	(2)  the name of the registered series being formed,
	which must conform with the requirements of Section 5.0561
	[5.056(c)]; and
	(3)  if the registered series is formed under a plan of
	conversion or merger, a statement to that effect.
	SECTION 44.  Section 101.624(d), Business Organizations
	Code, is amended to read as follows:
	(d)  A manager associated with a registered series or, if
	there is no manager, any member associated with the registered
	series who becomes aware that any statement in a certificate of
	registered series filed with respect to the registered series was
	false when made, or that any provision in the certificate of
	registered series has changed making the certificate of registered
	series false in any material respect, or that the name of the
	registered series does not comply with Section 101.626, shall
	promptly amend the certificate of registered series.
	SECTION 45.  Section 101.625(b), Business Organizations
	Code, is amended to read as follows:
	(b)  The certificate of termination must contain:
	(1)  the name of the limited liability company;
	(2)  the name of the registered series;
	(3)  the registered series' filing number assigned by
	the secretary of state;
	(4)  the nature of the event requiring winding up of the
	registered series;
	(5)  a statement that the registered series has
	complied with the provisions of this code governing the series'
	winding up; and
	(6)  any other information the person filing the
	certificate of termination determines.
	SECTION 46.  Section 101.627(a), Business Organizations
	Code, is amended to read as follows:
	(a)  Upon compliance with Section 101.628, a registered
	series of a domestic limited liability company may convert to a
	protected series of the domestic limited liability company by
	filing a certificate of conversion that complies with Section
	101.631 with the secretary of state in accordance with[,] and
	taking effect as a filing instrument as specified[,] by Chapter 4.
	SECTION 47.  Section 101.628(g), Business Organizations
	Code, is amended to read as follows:
	(g)  Any of the terms of the plan of conversion may be made
	dependent on a fact ascertainable outside of the plan if the manner
	in which the fact [those facts] will operate on the terms of the
	conversion is clearly and expressly stated in the plan. In this
	subsection, "fact" ["facts"] includes the occurrence of any event,
	including a determination or action by any person.
	SECTION 48.  Section 101.631(a), Business Organizations
	Code, is amended to read as follows:
	(a)  A [After adoption of a plan of conversion as provided by
	Section 101.628, a] certificate of conversion must be signed by the
	converting series and must include a statement certifying the
	following:
	(1)  the name of the limited liability company and, if
	it has been changed, the name under which the company's certificate
	of formation was originally filed;
	(2)  the filing number of the limited liability company
	assigned by the secretary of state;
	(3)  the name of the converting series and, if it is a
	registered series and its name has been changed, the name under
	which its certificate of registered series was originally filed;
	(4)  if the converting series is a registered series,
	the filing number of the registered series assigned by the
	secretary of state;
	(5)  that a plan of conversion is on file at the
	principal place of business of the converting series, and the
	address of the principal place of business;
	(6)  that a plan of conversion will be on file after the
	conversion at the principal place of business of the converted
	series, and the address of the principal place of business;
	(7)  that a copy of the plan of conversion will be on
	written request furnished without cost by the converting series
	before the conversion or by the converted series after the
	conversion to any owner or member of the converting series or the
	converted series; and
	(8)  that the plan of conversion has been adopted as
	required by the company agreement of the limited liability company
	and Section 101.628.
	SECTION 49.  Section 101.633(a)(1), Business Organizations
	Code, is amended to read as follows:
	(1)  "Merger" means:
	(A)  the division of a merging series into:
	(i)  two or more new protected series or
	[and] registered series; or
	(ii)  a surviving merging series and one or
	more new protected series or registered series; or
	(B)  the combination of one or more merging series
	with one or more merging series resulting in:
	(i)  one or more surviving merging series;
	(ii)  the creation of one or more new
	protected series or registered series; or
	(iii)  one or more surviving merging series
	and the creation of one or more new protected series or registered
	series.
	SECTION 50.  Sections 101.633(b) and (e), Business
	Organizations Code, are amended to read as follows:
	(b)  One or more merging series of the same limited liability
	company may effect [affect] a merger as provided by a plan of merger
	that is approved in accordance with this section and that complies
	with Sections 101.634 through 101.636. The plan of merger shall
	provide for one or more surviving or new protected series or
	registered series of the same limited liability company.
	(e)  An item required by Subsection [Subsections] (d)(6),
	(7), or [and] (8) may be included in the plan of merger by an
	attachment or exhibit to the plan.
	SECTION 51.  Sections 101.634(a), (d), and (e), Business
	Organizations Code, are amended to read as follows:
	(a)  If [After approval of a plan of merger as provided by
	Section 101.633, if] a registered series is a party to the merger or
	if a new registered series is to be created by the merger, a
	certificate of merger must be signed by each merging series that is
	a party to the merger and must include a statement certifying the
	following:
	(1)  the name of each merging series that is a party to
	the merger and the name of the limited liability company that formed
	that merging series;
	(2)  that a plan of merger has been approved and
	executed by or on behalf of each merging series that is to merge;
	(3)  the name of each merging series that survives the
	merger and each new registered series or protected series that is
	created by the merger;
	(4)  any amendment to the certificate of registered
	series of any registered series that is a surviving merging series,
	including a change in the name of the surviving registered series,
	to be effected by the merger or a statement that amendments are
	being made to the certificate of registered series of any
	registered series that is a surviving merging series under a
	certificate of amendment attached to the certificate of merger
	under Subsection (d);
	(5)  the certificate of registered series for each new
	registered series that is to be created by the merger is being filed
	with the certificate of merger;
	(6)  that the plan of merger is on file at a place of
	business of each surviving or new registered series or the limited
	liability company that formed the registered series, and the
	address of that place of business;
	(7)  that a copy of the plan of merger will be on
	written request furnished without cost by each surviving merging
	series or new registered series or protected series to any member of
	any merging series that is a party to the merger or any registered
	series or protected series created by the plan of merger and, for a
	merger with multiple surviving or new series, to any creditor or
	obligee of the parties to the merger at the time of the merger if a
	liability or obligation is then outstanding;
	(8)  if approval of the members of any merging series
	that was a party to the plan of merger is not required by this code
	or the company agreement, a statement to that effect; and
	(9)  a statement that the plan of merger has been
	approved as required by this code and by the company agreement.
	(d)  The certificate of merger must be filed with the
	secretary of state in accordance with[,] and take effect as a filing
	instrument as specified by Chapter 4. If a new registered series is
	to be created by the merger, a certificate of registered series for
	the new registered series that complies with Section 101.623 must
	be simultaneously filed with the certificate of merger in
	accordance with Chapter 4 as a filing instrument and must take
	effect simultaneously with the effectiveness of the certificate of
	merger.
	(e)  Whenever this section requires the filing of a
	certificate of merger, that requirement may be [is] satisfied by
	the filing of the plan of merger containing the information
	required to be included in the certificate of merger as provided by
	this section.
	SECTION 52.  Section 101.636, Business Organizations Code,
	is amended to read as follows:
	Sec. 101.636.  PROHIBITION ON MERGER PERMITTED. A company
	agreement may provide that a protected series or registered series
	[company] does not have the power to merge under Section 101.633.
	SECTION 53.  Section 151.001(5), Business Organizations
	Code, is amended to read as follows:
	(5)  "Partnership agreement" means any agreement,
	written, implied, or oral, of the partners concerning a partnership
	and the partnership's affairs or business, and includes amendments
	to the partnership agreement. A partnership is not required to sign
	its partnership agreement. A partnership is bound by its
	partnership agreement whether or not the partnership signs the
	partnership agreement. A partnership agreement may provide rights
	to any person, including a person who is not a party to the
	partnership agreement, to the extent contained in the partnership
	agreement. A partner of a partnership or a transferee or assignee
	of a partnership interest is bound by the partnership agreement
	whether or not the partner, transferee, or assignee signs the
	partnership agreement. A written partnership agreement may consist
	of one or more agreements, instruments, or other writings and may
	include or incorporate one or more schedules, supplements, or other
	writings providing for the conduct of the business and affairs of
	the partnership.
	SECTION 54.  Section 152.002(b), Business Organizations
	Code, is amended to read as follows:
	(b)  A partnership agreement or the partners may not:
	(1)  unreasonably restrict a partner's or former
	partner's right of access to books and records under Section
	152.212;
	(2)  eliminate the duty of loyalty under Section
	152.205, except that the partners by agreement may identify
	specific types of activities or categories of activities that do
	not violate the duty of loyalty if the types or categories are not
	manifestly unreasonable;
	(3)  eliminate the duty of care under Section 152.206,
	except that the partners by agreement may determine the standards
	by which the performance of the obligation is to be measured if the
	standards are not manifestly unreasonable;
	(4)  eliminate the obligation of good faith under
	Section 152.204(b), except that the partners by agreement may
	determine the standards by which the performance of the obligation
	is to be measured if the standards are not manifestly unreasonable;
	(5)  vary the power to withdraw as a partner under
	Section 152.501(b)(1), (7), or (8), except for the requirement that
	notice be in writing;
	(6)  vary the right to expel a partner by a court in an
	event specified by Section 152.501(b)(5);
	(7)  restrict rights of a third party under this
	chapter or the other partnership provisions, except for a
	limitation on an individual partner's liability in a limited
	liability partnership as provided by this chapter;
	(8)  select a governing law not permitted under
	Sections 1.103 and 1.002(43)(C); or
	(9)  except as provided in Subsections (c) and (d),
	waive or modify the following provisions of Title 1:
	(A)  Chapter 1, if the provision is used to
	interpret a provision or to define a word or phrase contained in a
	section listed in this subsection;
	(B)  Chapter 2, other than Sections 2.104(c)(2),
	2.104(c)(3), and 2.113;
	(C)  Chapter 3, other than Subchapters C and E of
	that chapter; or
	(D)  Chapters 4, 5, 10, 11, and 12, other than
	Sections 11.057(a), (b), (c)(1), (c)(3), (d), and (f).
	SECTION 55.  Section 153.004(a), Business Organizations
	Code, is amended to read as follows:
	(a)  Except as provided by this section, the following
	provisions of Title 1 may not be waived or modified in the
	partnership agreement of a limited partnership:
	(1)  Chapter 1, if the provision is used to interpret a
	provision or define a word or phrase contained in a section listed
	in this subsection;
	(2)  Chapter 2, other than Section 2.104(c)(2),
	2.104(c)(3), or 2.113;
	(3)  Chapter 3, other than Subchapters C and E of that
	chapter and Section 3.151 (provided, that in all events a
	partnership agreement may not validly waive or modify Section
	153.551 or unreasonably restrict a partner's or assignee's rights
	[right of access to books and records] under Section 153.552); or
	(4)  Chapter 4, 5, 10, 11, or 12, other than Section
	11.058.
	SECTION 56.  Section 153.112, Business Organizations Code,
	is amended to read as follows:
	Sec. 153.112.  RECEIPT OF WRONGFUL DISTRIBUTION. A limited
	partner who receives a distribution that is not permitted under
	Section 153.210 is not required to return the distribution unless
	the limited partner knew that the distribution violated the
	prohibition of Section 153.210. This section does not affect an
	obligation of the limited partner under the partnership agreement,
	another agreement, or other applicable law to return the
	distribution.
	SECTION 57.  Section 153.552, Business Organizations Code,
	is amended to read as follows:
	Sec. 153.552.  EXAMINATION OF RECORDS [AND INFORMATION].
	(a) On written demand [request] stating a proper purpose, a partner
	or an assignee of a partnership interest in a limited partnership is
	entitled [may examine and copy, in person or through a
	representative, records required to be kept under Section 153.551
	and other information regarding the business, affairs, and
	financial condition of the limited partnership as is just and
	reasonable for the person] to examine and copy, at a reasonable time
	at the partnership's principal office identified under Section
	153.551 or other location approved by the partnership and the
	partner or assignee, any records of the partnership, whether in
	written or other tangible form, which are reasonably related to and
	appropriate to examine and copy for that proper purpose.
	(b)  The examination and copying [records requested] under
	Subsection (a) may be conducted by the partner or assignee or
	through an agent, accountant, or attorney. An agent, accountant,
	or attorney who conducts an examination and copying under this
	section is subject to any obligations of the partner or assignee
	with respect to the records made available for examination and
	copying [examined and copied at a reasonable time and at the
	partner's sole expense].
	(c)  On written request by a partner or an assignee of a
	partnership interest, the partnership shall provide to the
	requesting partner or assignee without charge copies of:
	(1)  the partnership agreement and certificate of
	formation and all amendments or restatements; and
	(2)  any tax return described by Section 153.551(a)(2).
	(d)  A demand or request made by a partner or assignee under
	Subsection (a) or (c) must be made to:
	(1)  the person who is designated to receive the demand
	or request in the partnership agreement at the address designated
	in the partnership agreement; or
	(2)  if there is no designation, a general partner at
	the partnership's principal office in the United States.
	SECTION 58.  Subchapter C, Chapter 154, Business
	Organizations Code, is amended by adding Section 154.205 to read as
	follows:
	Sec. 154.205.  RATIFICATION OF VOID OR VOIDABLE ACTS OR
	TRANSACTIONS. (a) Any act or transaction taken by or with respect
	to a partnership under this code or a partnership agreement that is
	void or voidable when taken may be ratified, and the failure to
	comply with any requirements of the partnership agreement which
	caused the act or transaction to be void or voidable may be waived,
	in accordance with this section.
	(b)  An act or transaction may be ratified or waived, as
	applicable, with the approval of the partners or other persons
	whose approval would be required under the partnership agreement at
	the time of the ratification or waiver:
	(1)  for the void or voidable act or transaction to be
	validly taken; or
	(2)  to amend the partnership agreement in a manner
	that would permit the void or voidable act or transaction to be
	validly taken.
	(c)  If the void or voidable act or transaction was the
	issuance or assignment of any partnership interests, the
	partnership interests purportedly issued or assigned are deemed to
	have not been issued or assigned for purposes of determining
	whether the void or voidable act or transaction is ratified or
	waived under Subsection (b).
	(d)  Any act or transaction ratified or waived under this
	section is deemed validly taken at the time the act or transaction
	occurred.
	(e)  This section may not be construed to limit the
	accomplishment of a ratification or waiver of a void or voidable act
	or transaction by other lawful means.
	SECTION 59.  The following provisions of the Business
	Organizations Code are repealed:
	(1)  Section 21.160(d);
	(2)  Sections 21.169(d) and (e);
	(3)  Section 21.354(a-1); and
	(4)  Section 22.158(d).
	SECTION 60.  This Act takes effect September 1, 2023.