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

Tex. Bus. Orgs. Code § 101.451 (2026)

Definitions

✓ current as of May 2026
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Sec. 101.451. DEFINITIONS. In this subchapter:

(1) "Derivative proceeding" means a civil suit in the right of a domestic limited liability company or, to the extent provided by Section 101.462, in the right of a foreign limited liability company.

(2) "Managing entity" means an entity that is either:

(A) a manager of a limited liability company that is managed by managers; or

(B) a member of a limited liability company that is managed by members who are entitled to manage the company.

(3) "Member" includes a person who is a member or is an assignee of a membership interest or a person who beneficially owns a membership interest through a voting trust or a nominee on the person's behalf.

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

Amended by:

Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 13, eff. September 1, 2019.

Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 29, eff. September 1, 2021.

Notes of Decisions
Cited in 6 cases (4 in the last 5 years), 2018–2026 · leading case: In re Lonestar Logo & Signs, LLC, 552 S.W.3d 342 (Tex. App. 2018).
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In re Lonestar Logo & Signs, LLC, 552 S.W.3d 342 (Tex. App. 2018). “The district court's summary-judgment ruling encompassed the determinations that the movants had established the redemption and resultant loss of Dunster's member status as a matter of law and that Dunster had failed to raise any genuine issue of material fact regarding alleged…”
In Re Kona Coast Venture, LTD; Kona Coast, LLC; William Korioth; WTK Dev., LLC; Guadalupe 306, LP; Guadalupe 306 GP, LLC; Oxbow Land Partners, LLC; Hideout on the Horseshoe, LLC; Whitewater Sports, LLC; & TBOTG Dev., Inc. v. the State of Texas (2026). · cites it 2× “See Tex. Bus. Orgs. Code §§ 101.451–.463 (derivative proceedings applicable to LLCs); 153.”
In Re Kona Coast Venture, LTD; Kona Coast, LLC; William Korioth; WTK Dev., LLC; Guadalupe 306, LP; Guadalupe 306 GP, LLC; Oxbow Land Partners, LLC; Hideout on the Horseshoe, LLC; Whitewater Sports, LLC; & TBOTG Dev., Inc. v. the State of Texas (2026). · cites it 2× “See Tex. Bus. Orgs. Code §§ 101.451–.463 (derivative proceedings applicable to LLCs); 153.”
Gill v. Grewal (S.D. Tex. 2020). “” TEx. Bus. ORGS. CODE § 101.451(1). Healthema is not a party to this suit, and the Gills may not sue on its behalf any more than Grewal can.”
Phillip D. Greer, D/B/A Cabana Clean LLC v. Sarah Najera & Heaven Scent Cleaning by Sarah, LLC (2026). “Greer nevertheless argues that he has standing to raise the claims derivatively or as a successor in interest or assignee.”
Crain v. N., 2026 Tex. Bus. 11 (Tex. Bus. Ct. 2026). “TEX. BUS. ORGS. CODE ANN. § 101.451. Texas Business Organizations Code Section 101.”
Tex. Bus. Orgs. Code § 101.451(1): 1 case
Gill v. Grewal (S.D. Tex. 2020). “” TEx. Bus. ORGS. CODE § 101.451(1). Healthema is not a party to this suit, and the Gills may not sue on its behalf any more than Grewal can.”
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