Tex. Codes » Business Organizations Code · TITLE 3. LIMITED LIABILITY COMPANIES · CHAPTER 101. LIMITED LIABILITY COMPANIES
Texas Codes

Tex. Bus. Orgs. Code § 101.111 (2026)

Rights And Duties Of Assignor Of Membership Interest

✓ current as of May 2026
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Sec. 101.111. RIGHTS AND DUTIES OF ASSIGNOR OF MEMBERSHIP INTEREST. (a) An assignor of a membership interest in a limited liability company continues to be a member of the company and is entitled to exercise any unassigned rights or powers of a member of the company until the assignee becomes a member of the company.

(b) An assignor of a membership interest in a limited liability company is not released from the assignor's liability to the company, regardless of whether the assignee of the membership interest becomes a member of the company.

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

Notes of Decisions
Cited in 3 cases (1 in the last 5 years), 2019–2022 · leading case: Jiao v. Xu, 28 F.4th 591 (5th Cir. 2022).
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Jiao v. Xu, 28 F.4th 591 (5th Cir. 2022). “” Tex. Bus. Orgs. Code § 101.111(a). Thus, even if the assignees failed to comply with the requirements set out in Dongtai’s operating agreement for becoming members, as Xu alleges, the assignors would still be members of Dongtai.”
Mark Davis v. Highland Coryell Ranch, LLC, 578 S.W.3d 242 (Tex. App. 2019). “TEX. BUS. ORGS. CODE ANN. § 101.111(a) (West 2012).”
Mark Davis v. Highland Coryell Ranch, LLC (Tex. App. 2019). “” TEX. BUS. ORGS. CODE ANN. §101.111(a) (West 2012).”
Tex. Bus. Orgs. Code § 101.111(a): 3 cases
Jiao v. Xu, 28 F.4th 591 (5th Cir. 2022). “” Tex. Bus. Orgs. Code § 101.111(a). Thus, even if the assignees failed to comply with the requirements set out in Dongtai’s operating agreement for becoming members, as Xu alleges, the assignors would still be members of Dongtai.”
Mark Davis v. Highland Coryell Ranch, LLC, 578 S.W.3d 242 (Tex. App. 2019). “TEX. BUS. ORGS. CODE ANN. § 101.111(a) (West 2012).”
Mark Davis v. Highland Coryell Ranch, LLC (Tex. App. 2019). “” TEX. BUS. ORGS. CODE ANN. §101.111(a) (West 2012).”
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