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

Tex. Bus. Orgs. Code § 101.601 (2026)

Series Of Members, Managers, Membership Interests, Or Assets

✓ current as of May 2026
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Sec. 101.601. SERIES OF MEMBERS, MANAGERS, MEMBERSHIP INTERESTS, OR ASSETS. (a) A company agreement may establish or provide for the establishment of one or more designated series of members, managers, membership interests, or assets that:

(1) has separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations; or

(2) has a separate business purpose or investment objective.

(b) A series established in accordance with Subsection (a) or a protected series or registered series established in accordance with Section 101.602 may carry on any business, purpose, or activity, whether or not for profit, that is not prohibited by Section 2.003.

(c) Nothing in this subchapter shall be construed to limit the application of the principle of freedom of contract to a series that is not a protected series or a registered series. Except as otherwise provided by Sections 101.627 through 101.636, a series may not merge or convert.

(d) The provisions of the company agreement that govern a protected series or registered series may be amended by the approval of:

(1) each member associated with the protected series or registered series;

(2) the members of each other protected series and registered series if the amendment adversely affects those members; and

(3) the members of the limited liability company that are not associated with any protected series or registered series if the amendment adversely affects those members.

Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.

Amended by:

Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.

Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 42, eff. September 1, 2023.

Notes of Decisions
Cited in 3 cases (2 in the last 5 years), 2020–2025 · leading case: The Est. of Richard Lee Bramblett v. the State of Texas (Tex. App. 2025).
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The Est. of Richard Lee Bramblett v. the State of Texas (Tex. App. 2025). · cites it 5× “The Company Agreement, dated September 16, 2011, states 1 See TEX. BUS. ORGS. CODE § 101.601 (explaining how to create series LLC).”
Anthony A. Rieder Ed Rapee III & Cadbury Solutions, LLC & Kenny Woods v. Alan Meeker & CQuentia Series, LLC & Anthony A. Rieder Ed Rapee III & Cadbury Solutions, LLC (Tex. App. 2021). “See Tex. Bus. Orgs. Code Ann. § 101.601 . Woods signed on behalf of Cadbury, and Meeker signed for CQuentia.”
Anthony A. Rieder, Ed Rapee III, & Cadbury Solutions, LLC v. Kenny Woods, Alan Meeker, & Cquentia Series, LLC (Tex. 2020). “” TEX. BUS. ORGS. CODE § 101.601(a). 9 See id.”
— Tex. Bus. Orgs. Code § 101.601(a) — 2 cases
The Est. of Richard Lee Bramblett v. the State of Texas (Tex. App. 2025). “The Company Agreement, dated September 16, 2011, states 1 See TEX. BUS. ORGS. CODE § 101.601 (explaining how to create series LLC).”
Anthony A. Rieder, Ed Rapee III, & Cadbury Solutions, LLC v. Kenny Woods, Alan Meeker, & Cquentia Series, LLC (Tex. 2020). “” TEX. BUS. ORGS. CODE § 101.601(a). 9 See id.”
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