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

Tex. Bus. Orgs. Code § 101.452 (2026)

Standing To Bring Proceeding

✓ current as of May 2026
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Sec. 101.452. STANDING TO BRING PROCEEDING. (a) Subject to Subsection (b), a member may not institute or maintain a derivative proceeding unless:

(1) the member:

(A) was a member of the limited liability company at the time of the act or omission complained of; or

(B) became a member by operation of law originating from a person that was a member at the time of the act or omission complained of; and

(2) the member fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company.

(b) If the converted entity in a conversion is a limited liability company, a member of that limited liability company may not institute or maintain a derivative proceeding based on an act or omission that occurred with respect to the converting entity before the date of the conversion unless:

(1) the member was an equity owner of the converting entity at the time of the act or omission; and

(2) the member fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company.

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. 14, eff. September 1, 2019.

Notes of Decisions
Cited in 4 cases (3 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). “Tex. Bus. Orgs. Code § 101.452. See Sneed , 465 S.”
Our Alchemy, LLC - Adversary Proceeding (Bankr. D. Del. 2022). · cites it 2× “Tex. Bus. Orgs. Code § 21.552; accord Tex.”
Phillip D. Greer, D/B/A Cabana Clean LLC v. Sarah Najera & Heaven Scent Cleaning by Sarah, LLC (2026). · cites it 2× “And he argued he has standing either because (1) he is allowed to file a derivative action on behalf of Cabana Clean LLC because he was a member of the LLC at the time that the alleged acts harming it took place (citing Tex. Bus. Orgs. Code § 101.452); (2) “all of the rights…”
in the Est. of Rene Huron (Tex. App. 2023). “See TEX. BUS. ORGS. CODE ANN. §§ 101.452, 101.”
Tex. Bus. Orgs. Code § 101.452(a): 1 case
Our Alchemy, LLC - Adversary Proceeding (Bankr. D. Del. 2022). “Tex. Bus. Orgs. Code § 21.552; accord Tex.”
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