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(b) unless otherwise provided by this title, a filing instrument of a registered series of a domestic limited liability company must be signed by an authorized officer, manager, or member of the registered series. (c) except as provided by section 101.054, a provision of this title or title 1 that is applicable to a limited liability company may be waived or modified in the company agreement of a limited liability company. (b) a person is not required, as a condition to becoming a member of or acquiring a membership interest in a limited liability company, to: (c) if one or more persons own a membership interest in a limited liability company, the company agreement may provide for a person to be admitted to the company as a member without acquiring a membership interest in the company. a member of a limited liability company may not withdraw or be expelled from the company. (e) this section may not be construed to deprive a member of a limited liability company or any other owner of a membership interest in a limited liability company of the benefit of any exemption laws applicable to the membership interest of the member or owner. a member of a limited liability company may be named as a party in an action by or against the limited liability company only if the action is brought to enforce the member’s right against or liability to the company. (a) an obligation of a member of a limited liability company that is subject to a condition may be enforced by the company or a creditor described by section 101.155 only if the condition is satisfied or waived by or with respect to the member. (e) this section may not be construed to affect the obligation of a member of a limited liability company to return a distribution to the company under the company agreement or other state or federal law. (a) except as provided by this title and title 1, each governing person of a limited liability company and each officer of a limited liability company vested with actual or apparent authority by the governing authority of the company is an agent of the company for purposes of carrying out the company’s business. (a) if a class or group of the members of a limited liability company is entitled by the company agreement of the company to elect one or more managers of the company, a manager may be removed from office only by the class or group that elected the manager. (a) except as provided in this section or any other section in this title, an action of a limited liability company may be approved by the company’s governing authority as provided by section 101.355. 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 manager of the 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: (2) the member fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company. an extension shall be granted for a period not to exceed 60 days if the court determines that the continuation is appropriate in the interests of the limited liability company. (b) sections 101.452-101.460 do not apply to a claim or a derivative proceeding by a member of a closely held limited liability company against a governing person, member, or officer of the limited liability company. (d) the provisions of the company agreement that govern a protected series or registered series may be amended by the approval of: (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. (a) notice of the limitation on liabilities of a protected series or registered series required by section 101.602 that is contained in a certificate of formation filed with the secretary of state satisfies the requirements of section 101.602(b)(3), regardless of whether: (1) the limited liability company has established any protected series or registered series under this subchapter when the notice is contained in the certificate of formation; (2) the notice makes a reference to a specific protected series or registered series of the limited liability company; and (b) the fact that the certificate of formation filed with the secretary of state contains the notice of the limitation on liabilities of a protected series or registered series required by section 101.602 is notice of that limitation on liabilities of a protected series or registered series. (a) notwithstanding any conflicting provision of the certificate of formation of a limited liability company or the certificate of registered series, the governing authority of a protected series or registered series consists of the managers or members associated with the protected series or registered series as provided in the company agreement. (a) an event that under this chapter or the company agreement causes a manager to cease to be a manager with respect to a protected series or registered series does not, in and of itself, cause the manager to cease to be a manager of the limited liability company or with respect to any other protected series or registered series of the company. (c) the limited liability company shall provide notice of the termination of a protected series or registered series in the manner provided in the company agreement for notice of termination, if any. (a) to establish a registered series of a limited liability company in accordance with section 101.602, a certificate of registered series for the registered series must be filed in accordance with this section. (e) a certificate of registered series is not an amendment to the certificate of formation of the limited liability company. (b) if the company agreement of the limited liability company specifies the manner of adopting a plan of conversion of a converting series to a converted series of that company, the plan of conversion must be adopted as specified by the company agreement. (b) one or more merging series of the same limited liability company may affect a merger as provided by a plan of merger that is approved in accordance with this section and that complies with sections 101.634 through 101.636. the plan of merger shall provide for one or more surviving or new protected series or registered series. (c) a certificate of merger that contains any amendment or certificate of amendment to the certificate of registered series of a registered series that is a surviving registered series in accordance with subsection (a)(4) and, if applicable, subsection (b) is considered to be an amendment to the certificate of registered series of that surviving registered series.
an operating agreement is a key document used by limited liability companies to outline the business’ financial and functional decisions including rules, regulations and provisions. this limited liability company agreement (this “agreement”) of cct funding llc, a delaware limited liability company (the “company”), is dated and effective keep everyone’s best interests in mind with an llc operating agreement. this agreement establishes the relationship between yourself and your llc members. an llc operating agreement describes the operating rules of a limited liability company. it outlines the daily operations as well as what, multi member llc operating agreement template, llc operating agreement pdf, llc operating agreement pdf, 50/50 llc operating agreement template, limited liability company agreement delaware.
an llc operating agreement is a document that customizes the terms of a limited liability company according to the specific needs of its members. it also outlines the financial and functional decision-making in a structured manner. it is similar to articles of incorporation that govern the operations of a corporation. this limited liability company agreement (collectively with all schedules and exhibits hereto, as amended and/or restated from time to time, an llc operating agreement is a document that acts as the bylaws of the company detailing its ownership, management, officers, and registered an llc operating agreement is a legal document that outlines the ownership and member duties of your limited liability company., operating agreement template word, free llc operating agreement, free operating agreement template, family llc operating agreement template, single member llc operating agreement template free, how to write an operating agreement, one page operating agreement, pllc operating agreement template, business operating agreement template, how to get an operating agreement for llc.
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