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

Tex. Bus. Orgs. Code § 101.251 (2026)

Governing Authority

✓ current as of May 2026
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Sec. 101.251. GOVERNING AUTHORITY. (a) The governing authority of a limited liability company consists of:

(1) the managers of the company, if the company agreement provides that the company is managed by one or more managers; or

(2) the members of the company, if the company agreement provides that the company is managed by the members.

(b) If the company agreement does not provide otherwise, the governing authority of a limited liability company consists of:

(1) the managers of the company, if the company's certificate of formation states that the company has managers; or

(2) the members of the company, if the company's certificate of formation does not state that the company has managers.

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

Amended by:

Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 28, eff. September 1, 2021.

Notes of Decisions
Cited in 11 cases (4 in the last 5 years), 2012–2026 · leading case: Robert B. Allen v. Devon Energy Holdings, L.L.C. F/K/A Chief Holdings, L.L.C, & Trevor D. Rees-Jones, 367 S.W.3d 355 (Tex. App. 2012).
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Robert B. Allen v. Devon Energy Holdings, L.L.C. F/K/A Chief Holdings, L.L.C, & Trevor D. Rees-Jones, 367 S.W.3d 355 (Tex. App. 2012). “See Tex. Bus. Org.Code Ann. § 101.251. As the sole member-manager of Chief with a high degree of control, Rees-Jones’s position with Chief is similar to that of a general partner in a limited partnership.”
Ahf-Arbors at Huntsville I, LLC & Ahf-Arbors at Huntsville II, Llc v. Walker Cnty. Appraisal Dist., 410 S.W.3d 831 (Tex. 2012). “Tex. Bus. Orgs.Code § 101.251 ("The governing authority of a limited liability company consists of .”
Pejman Dargahi Kamran Dargahi & Yekk Constr. Servs., LLC D/B/A Lakeway Custom Homes & Renovation v. Dhiraj Handa & Ritu Handa (Tex. App. 2017). “See also Tex. Bus. Orgs. Code §§ 101.251, .254. 3 Besides his signature not appearing on the contract, Kamran’s affidavit does not aver that he is or was a member or officer of the LLC, nor does his name appear in the LLC’s formation documents.”
Willie James Haynes, II, Sky Grp. Mgmt. Co., LLC, & Brita Michelle Haynes A/K/A Brita Hinkle-Haynes v. Richard Frank Gay (Tex. App. 2018). “See TEX. BUS. ORGS. CODE ANN. § 101.251 (West 2012) (governing authority of limited liability company consists of managers, if any, or members); TEX.”
AdvanTech Constr. Sys., LLC & Luis G. Higareda v. Michalson Builders, Inc. & Michael Czapski (Tex. App. 2023). “” Tex. Bus. Orgs. Code § 101.251; see also Nguyen v.”
Emergency Hosp. Sys., LLC (Bankr. S.D. Tex. 2024). “51 In In re East End Development, LLC, the court found that because the operating agreement provided that the managing member would be given all necessary powers to manage the business and affairs, the governing agreement had sufficiently vested the requisite authority to file a…”
Spin Capital v. Jet Oilfield (5th Cir. 2025). “See Tex. Bus. Orgs. Code § 101.251. Thus, the tax return is not a “clear statement,” or a statement at all, by the principals assenting to Owen’s authority, as Spin contends.”
Enosis Investments v. Jensen, 2026 Tex. Bus. 19 (Tex. Bus. Ct. 2026). “However, because the Plaintiffs’ pleadings are unclear on this point, the Court also addresses Southfork’s member duties (or lack thereof) to the Shared LLCs.”
Laughman v. Laughman CA2/8 (Cal. Ct. App. 2014). “(Tex. Bus. Org. Code, § 101.251.) This arrangement strikes us as akin to corporations, which are operated by a board of directors.”
Twenty First Century Holdings, Inc. D/B/A Am. Geothermal Sys., Inc. Victor DeMarco & N. West Short v. Precision Geothermal Drilling, L.L.C. (Tex. App. 2015). “See Tex. Bus. Orgs. Code §§ 101.251, .254. Because DeMarco was a manager of PGD, appellants argue, he had authority to sign the settlement agreement on behalf of PGD, as well as on behalf of AGSI and himself individually, and the arbitration provision in the settlement agreement…”
Robert B. Allen v. Devon Energy Holdings, L.L.C. F/K/A Chief Holdings, L.L.C, & Trevor D. Rees-Jones (Tex. App. 2014). “See TEX. BUS. ORG. CODE ANN. § 101.251. As the sole member-manager of Chief with a high degree of control, Rees-Jones’s position with Chief is similar to that of a general partner in a limited partnership.”
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