Sec. 101.002. APPLICABILITY OF OTHER LAWS. (a) Subject to Section 101.114, Sections 21.223, 21.224, 21.225, and 21.226 apply to a limited liability company and the company's members, owners, assignees, affiliates, and subscribers.
(b) For purposes of the application of Subsection (a):
(1) a reference to "shares" includes "membership interests";
(2) a reference to "holder," "owner," or "shareholder" includes a "member" and an "assignee";
(3) a reference to "corporation" or "corporate" includes a "limited liability company";
(4) a reference to "directors" includes "managers" of a manager-managed limited liability company and "members" of a member-managed limited liability company;
(5) a reference to "bylaws" includes "company agreement"; and
(6) the reference to "Sections 21.157-21.162" in Section 21.223(a)(1) refers to the provisions of Subchapter D of this chapter.
Added by Acts 2011, 82nd Leg., R.S., Ch. 25 (S.B. 323), Sec. 1, eff. September 1, 2011.
SUBCHAPTER B. FORMATION AND GOVERNING DOCUMENTS
Notes of Decisions
Tomlinson v. Clem (In re Clem), 583 B.R. 329 (Bankr. N.D. Tex. 2017).
“n limiting the liability of a shareholder or affiliate of a corporation for the contractual obligations of a corporation (and obligations relating to or arising from the contractual obligations) except where a shareholder or affiliate caused the corporation to perpetrate an…”
Julka v. U.S. Bank Nat'l Ass'n, 516 S.W.3d 84 (Tex. App. 2017).
“Julka, who is president of both LLCs, structured these entities to take advantage of the protections afforded by the corporate form, including those that protect him from personal liability on the note beyond the individual obligations that he undertook as guarantor.”
Judgment Factors, L.L.C. v. Packer (In re Packer), 520 B.R. 520 (Bankr. E.D. Tex. 2014).
“Accordingly, the Texas legislature has subjected the applicability of veil-piercing principles in an LLC context to the same limitations which it had previously imposed as to corporations generally, including the general concept that the corporate veil may not be pierced in…”
— Tex. Bus. Orgs. Code § 101.002(a) — 13 cases
Julka v. U.S. Bank Nat'l Ass'n, 516 S.W.3d 84 (Tex. App. 2017).
“Julka, who is president of both LLCs, structured these entities to take advantage of the protections afforded by the corporate form, including those that protect him from personal liability on the note beyond the individual obligations that he undertook as guarantor.”
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