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

Tex. Bus. Orgs. Code § 101.401 (2026)

Expansion, Restriction, Or Elimination Of Duties And Liabilities

✓ current as of May 2026
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Sec. 101.401. EXPANSION, RESTRICTION, OR ELIMINATION OF DUTIES AND LIABILITIES. The company agreement of a limited liability company may expand, restrict, or eliminate any duties, including fiduciary duties, and related liabilities that a member, manager, officer, or other person has to the company or to a member or manager of the company.

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

Amended by:

Acts 2025, 89th Leg., R.S., Ch. 21 (S.B. 29), Sec. 18, eff. May 14, 2025.

Notes of Decisions
Cited in 19 cases (10 in the last 5 years), 2010–2026 · leading case: Plank v. Cherneski, 231 A.3d 436 (Md. 2020).
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Plank v. Cherneski, 231 A.3d 436 (Md. 2020). “]”); Tex. Bus. Orgs. Code Ann. § 101.401 (2006) (“The company agreement of a limited liability company may expand or restrict any duties, including fiduciary duties, and related liabilities that a member, manager, officer, or other person has to the company or to a member or…”
Ent. Merchandising Tech., L.L.C. v. Houchin, 720 F. Supp. 2d 792 (N.D. Tex. 2010). “Tex. Bus. Orgs. Code Ann. § 101.401 (Vernon Supp.”
O'Shea v. O'Shea (Me. Super. Ct 2020). · cites it 2× “See Tex. Bus. Orgs. Code§ 101.401 (referencing only the duties owned by a "member, manager, officer or other person" in its discussion of which duties can be expanded or restricted by a company agreement).”
Enosis Investments v. Jensen, 2026 Tex. Bus. 19 (Tex. Bus. Ct. 2026). · cites it 2× “See TEX. BUS. ORGS. CODE § 101.401 (“The company agreement of a limited liabil- ity company may expand, restrict, or eliminate any duties, including fiduciary duties, and related liabilities that a member, manager, officer, or other person has to the company or to a member or…”
Donald Cardwell & 121 Investments, L.L.C. v. Bill Gurley (Tex. App. 2018). “1, 2010) (current version at TEX. BUS. ORGS. CODE ANN § 101.401 (West 2012)).”
Robert G. Houle v. Casco Investments, Inc. & Jose Luis Casillas JLC Ventures, Inc. (Tex. App. 2019). “TEX. BUS. ORGS. CODE ANN. § 101.401. 27 (citing Winchester Oil Company v.”
Ken Kinsey & Arty Straehla v. AL Global Servs., LLC (Tex. App. 2020). “TEX. BUS. ORGS. CODE ANN. § 101.401. Although we do not have the Alpha Lobo LLC agreement in the record, we presume, based on the assumption inherent in section 101.”
CyberX Grp. LLC v. CyberX LLC (N.D. Tex. 2021). “” Tex. Bus. Orgs. Code § 101.401. Under Texas law, “corporate officers .”
Pastorek, M.D. v. Mijares (Bankr. N.D. Tex. 2022). “4, 2013); TEX. BUS. ORGS. CODE § 101.401. 39 Company Agreement, Sec.”
Jarrod E. Davis A/K/A Jared E. Davis & James Brian Hillman v. Trinity D. Crawford, Individually & on Behalf of Precision Frac, LLC, Blue Gold Energy, LLC, Blue Gold Energy Barstow, LLC, & Karmic Energy, LLC; Chad A. Carson, Individually & on Behalf of Precision Frac, LLC, Blue Gold Energy, LLC, Blue Gold Energy Barstow, LLC, & Karmic Energy, LLC; Kalee Vanmeter; Donnie Seburg; Blue Gold Energy Barstow, LLC; & West Texas Water Solutions, LLC (Tex. App. 2024). “See TEX. BUS. ORG. CODE ANN. § 101.401 (West 2020).”
Katz v. Intel Pharma, LLC (S.D. Tex. 2020). “” TEX. BUS. ORG. CODE ANN. § 101.401 (West 2006).”
Gill v. Grewal (S.D. Tex. 2020). “See TEX. BUS. ORGS. CODE § 101.401, That is not the case here.”
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