Tex. Codes » Business Organizations Code · TITLE 3. LIMITED LIABILITY COMPANIES · CHAPTER 101. LIMITED LIABILITY COMPANIES
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Tex. Bus. Orgs. Code § 101.254 (2026)

Designation Of Agents; Binding Acts

✓ current as of May 2026
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Sec. 101.254. DESIGNATION OF AGENTS; BINDING ACTS. (a) Except as provided by this title and Title 1, each governing person of a limited liability company and each officer of a limited liability company vested with actual or apparent authority by the governing authority of the company is an agent of the company for purposes of carrying out the company's business.

(b) An act committed by an agent of a limited liability company described by Subsection (a) for the purpose of apparently carrying out the ordinary course of business of the company, including the execution of an instrument, document, mortgage, or conveyance in the name of the company, binds the company unless:

(1) the agent does not have actual authority to act for the company; and

(2) the person with whom the agent is dealing has knowledge of the agent's lack of actual authority.

(c) An act committed by an agent of a limited liability company described by Subsection (a) that is not apparently for carrying out the ordinary course of business of the company binds the company only if the act is authorized in accordance with this title.

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

Amended by:

Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 37, eff. September 1, 2011.

Notes of Decisions
Cited in 10 cases (4 in the last 5 years), 2014–2025 · leading case: Abdullatif v. Ali Choudhri & Mokaram Latif W. Loop, Ltd., 561 S.W.3d 590 (Tex. App. 2018).
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Abdullatif v. Ali Choudhri & Mokaram Latif W. Loop, Ltd., 561 S.W.3d 590 (Tex. App. 2018). · cites it 2× “See Tex. Bus. Orgs. Code Ann. § 101.254 (stating that (a) with exceptions not applicable in this context, "each governing person of a limited liability company .”
In re Corrline Int'l, LLC, 516 B.R. 106 (Bankr. S.D. Tex. 2014). “” Tex. Bus. Orgs.Code § 101.254(a) & (b) (emphasis added).”
Est. of Frank D. Streightoff v. CIR, 954 F.3d 713 (5th Cir. 2020). “See TEX. BUS. ORG. CODE § 101.254(b) (stating, in the context of an L.”
8-Plus Props., LLC v. Invesco Com. Enter., LLC (Tex. App. 2019). · cites it 5× “2 See TEX. BUS. ORGS. CODE ANN. § 101.254. 3 This proposed instruction is a direct quote from Texas Business Organizations Code section 101.”
8-Plus Props., LLC v. Invesco Com. Enter., LLC (Tex. App. 2024). · cites it 2× “TEX. BUS. ORGS. CODE ANN. § 101.254. A “[g]overning person” is defined as “a person serving as part of the governing authority of an entity.”
Badmand Holdings, LLC v. Jimin Xie & Weiyan Jeanne Li (Tex. App. 2016). “TEX. BUS. ORGS. CODE ANN. § 101.254 (West 2012).”
in Re Saddles Blazin, LLC (Tex. App. 2021). “See Tex. Bus. Orgs. Code Ann. § 101.254 (a). “Governing person” is defined as “a person serving as part of the governing authority of an entity.”
Vision Up, LLC v. Tamri Longabaugh, on Behalf of the Est. of Longabaugh (Tex. App. 2021). “(citing Tex. Bus. Orgs. Code § 101.254(b), et al.”
Spin Capital v. Jet Oilfield (5th Cir. 2025). “” Tex. Bus. Orgs. Code § 101.254(a). Spin asserts that Owen had apparent authority to bind Jet.”
Edom Corner, LLC & Earl Berry, Jr. v. It's the Berry's, LLC (Tex. App. 2015). “As controlling member of Edom Corner, Berry was by statute an “agent” of Edom Corner, Tex Bus. Org. Code §101.254(a) (“...each governing person of a limited liability company .”
Tex. Bus. Orgs. Code § 101.254(a): 4 cases
In re Corrline Int'l, LLC, 516 B.R. 106 (Bankr. S.D. Tex. 2014). “” Tex. Bus. Orgs.Code § 101.254(a) & (b) (emphasis added).”
8-Plus Props., LLC v. Invesco Com. Enter., LLC (Tex. App. 2019). “2 See TEX. BUS. ORGS. CODE ANN. § 101.254. 3 This proposed instruction is a direct quote from Texas Business Organizations Code section 101.”
Spin Capital v. Jet Oilfield (5th Cir. 2025). “” Tex. Bus. Orgs. Code § 101.254(a). Spin asserts that Owen had apparent authority to bind Jet.”
Edom Corner, LLC & Earl Berry, Jr. v. It's the Berry's, LLC (Tex. App. 2015). “As controlling member of Edom Corner, Berry was by statute an “agent” of Edom Corner, Tex Bus. Org. Code §101.254(a) (“...each governing person of a limited liability company .”
Tex. Bus. Orgs. Code § 101.254(b): 4 cases
Est. of Frank D. Streightoff v. CIR, 954 F.3d 713 (5th Cir. 2020). “See TEX. BUS. ORG. CODE § 101.254(b) (stating, in the context of an L.”
8-Plus Props., LLC v. Invesco Com. Enter., LLC (Tex. App. 2019). “2 See TEX. BUS. ORGS. CODE ANN. § 101.254. 3 This proposed instruction is a direct quote from Texas Business Organizations Code section 101.”
Vision Up, LLC v. Tamri Longabaugh, on Behalf of the Est. of Longabaugh (Tex. App. 2021). “(citing Tex. Bus. Orgs. Code § 101.254(b), et al.”
8-Plus Props., LLC v. Invesco Com. Enter., LLC (Tex. App. 2024). “TEX. BUS. ORGS. CODE ANN. § 101.254. A “[g]overning person” is defined as “a person serving as part of the governing authority of an entity.”
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