81st Texas Legislature, Regular Session, Senate Bill 1442, Chapter 84 Page: 29 of 64
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S.B. No. 1442
1 is amended by adding Subsection (c) to read as follows:
2 (c) Sections 9.406 and 9.408, Business & Commerce Code. do
3 not apply to a membership interest in a limited liability company,
4 including the rights, powers, and interests arising under the
5 company's certificate of formation or company agreement or under
6 this code. To the extent of any conflict between this subsection
7 and Section 9.406 or 9.408, Business & Commerce Code, this
8 subsection controls. It is the express intent of this subsection to
9 permit the enforcement, as a contract among the members of a limited
10 liability company, of any provision of a company agreement that
11 would )otherwise be ineffective under Section 9.406 or 9.408,
12 Business & Commerce Code.
13 SECTION 40. Subsection (c), Section 101.112, Business
14 Organizations Code, is amended to read as follows:
15 (c) A charging order constitutes a lien on the judgment
16 debtor's membership interest. The charging order lien may not be
17 foreclosed on under this code or any other law.
18 SECTION 41. Section 101.206, Business Organizations Code,
19 is amended by amending Subsections (a) and (d) and adding
20 Subsection (f) to read as follows:
21 (a) Unless the distribution is made in compliance with
22 Chapter 11, a [A) limited liability company may not make a
23 distribution to a member of the company if, immediately after
24 making the distribution, the company's total liabilities, other
25 than liabilities described by Subsection (b), exceed the fair value
26 of the company's total assets.
27 (d) A member of a limited liability company who receives a
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Texas. Legislature. Senate. 81st Texas Legislature, Regular Session, Senate Bill 1442, Chapter 84, legislative document, May 20, 2009; [Austin, Texas]. (texashistory.unt.edu/ark:/67531/metapth310916/m1/29/: accessed July 26, 2017), University of North Texas Libraries, The Portal to Texas History, texashistory.unt.edu; crediting UNT Libraries Government Documents Department.