Skip to main content
Find a Lawyer

Texas Business Organizations Code - BUS ORG § 101.617. Procedures for Winding Up and Termination of Protected Series or Registered Series

Current as of January 01, 2024 | Updated by Findlaw Staff

(a) The following provisions apply to a protected series or registered series and the associated members and managers of the protected series or registered series:

(1) Subchapters A, G, H, and I, Chapter 11;  1  and

(2) Subchapter B, Chapter 11,  2 other than Sections 11.051, 11.056, 11.057, 11.058, and 11.059.

(b) The following provisions apply to a registered series and the associated members and managers of the registered series:

(1) Subchapters E and F, Chapter 11;  and

(2) Section 11.102.

(c) For purposes of the application of Chapter 11 to a protected series or registered series and as the context requires:

(1) a reference to “domestic entity,” “filing entity,” “domestic filing entity,” or “entity” means the “protected series” or “registered series”;

(2) a reference to an “owner” means a “member associated with the protected series” or “member associated with the registered series”;

(3) a reference to the “governing authority” or a “governing person” means:

(A) the “governing authority associated with the protected series” or a “governing person associated with the protected series”;  or

(B) the “governing authority associated with the registered series” or a “governing person associated with the registered series”;  and

(4) a reference to “business,” “property,” “obligations,” or “liabilities” means:

(A) the “business associated with the protected series,” “property associated with the protected series,” “obligations associated with the protected series,” or “liabilities associated with the protected series”;  or

(B) the “business associated with the registered series,” “property associated with the registered series,” “obligations associated with the registered series,” or “liabilities associated with the registered series.”

(d) After the occurrence of an event requiring winding up of a protected series or registered series under Section 101.616, unless a revocation as provided by Section 101.618 or a cancellation as provided by Section 101.619 occurs, the winding up of the protected series or registered series must be carried out by:

(1) the governing authority of the protected series or registered series or one or more persons, including a governing person, designated by:

(A) the governing authority of the protected series or registered series;

(B) the members associated with the protected series or registered series;  or

(C) the company agreement;  or

(2) a person appointed by the court to carry out the winding up of the protected series or registered series under Section 11.054, 11.405, 11.409, or 11.410.

(e) An action taken in accordance with this section does not affect the limitation on liability of members and managers provided by Section 101.606.

1  V.T.C.A., Business Organizations Code §§ 11.001, 11.301, 11.351, 11.401 et seq.
2  V.T.C.A., Business Organizations Code § 11.051 et seq.
Previous Part of Code Next Part of Code
Back to Chapter List

Cite this article: FindLaw.com - Texas Business Organizations Code - BUS ORG § 101.617. Procedures for Winding Up and Termination of Protected Series or Registered Series - last updated January 01, 2024 | https://codes.findlaw.com/tx/business-organizations-code/bus-org-sect-101-617/

FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature before relying on it for your legal needs.

Was this helpful?

Welcome to FindLaw's Cases & Codes

A free source of state and federal court opinions, state laws, and the United States Code. For more information about the legal concepts addressed by these cases and statutes, visit FindLaw’s Learn About the Law.

Go to Learn About the Law

Latest Blog Posts

For Legal Professionals

Learn About The Law

Get help with your legal needs

FindLaw’s Learn About the Law features thousands of informational articles to help you understand your options. And if you’re ready to hire an attorney, find one in your area who can help.

Go to Learn About the Law

Need to Find an Attorney?

Search our directory by legal issue

Enter information in one or both fields (Required)

Copied to clipboard