Supplemental Recordkeeping, Winding Up, and Termination of Texas Limited Liability Companies
SUPPLEMENTAL RECORDKEEPING REQUIREMENTS
§ 101.501. SUPPLEMENTAL RECORDS REQUIRED FOR LIMITED LIABILITY COMPANIES.
(a) In addition to the books and records required to be kept under § 3.151, a limited liability company shall keep at its principal office in the United States, or make available to a person at its principal office in the United States not later than the fifth day after the date the person submits a written request to examine the books and records of the company under § 3.152(a) or 101.502:
(1) a current list that states:
(A) the percentage or other interest in the limited liability company owned by each member; and
(B) if one or more classes or groups of membership interests are established in or under the certificate of formation or company agreement, the names of the members of each specified class or group;
(2) a copy of the company's federal, state, and local tax information or income tax returns for each of the six preceding tax years;
(3) a copy of the company's certificate of formation, including any amendments to or restatements of the certificate of formation;
(4) if the company agreement is in writing, a copy of the company agreement, including any amendments to or restatements of the company agreement;
(5) an executed copy of any powers of attorney;
(6) a copy of any document that establishes a class or group of members of the company as provided by the company agreement; and
(7) except as provided by Subsection (b), a written statement of:
(A) the amount of a cash contribution and a description and statement of the agreed value of any other contribution made or agreed to be made by each member;
(B) the dates any additional contributions are to be made by a member;
(C) any event the occurrence of which requires a member to make additional contributions;
(D) any event the occurrence of which requires the winding up of the company; and
(E) the date each member became a member of the company.
(b) A limited liability company is not required to keep or make available at its principal office in the United States a written statement of the information required by Subsection (a)(7) if that information is stated in a written company agreement.
(c) A limited liability company shall keep at its registered office located in this state and make available to a member of the company on reasonable request the street address of the company's principal office in the United States in which the records required by this § and § 3.151 are maintained or made available.
§ 101.502. RIGHT TO EXAMINE RECORDS AND CERTAIN OTHER INFORMATION.
(a) A member of a limited liability company or an assignee of a membership interest in a limited liability company, or a representative of the member or assignee, on written request and for a proper purpose, may examine and copy at any reasonable time and at the member's or assignee's expense:
(1) records required under §§ 3.151 and 101.501; and
(2) other information regarding the business, affairs, and financial condition of the company that is reasonable for the person to examine and copy.
(b) A limited liability company shall provide to a member of the company or an assignee of a membership interest in the company, on written request by the member or assignee sent to the company's principal office in the United States or, if different, the person and address designated in the company agreement, a free copy of:
(1) the company's certificate of formation, including any amendments to or restatements of the certificate of formation;
(2) if in writing, the company agreement, including any amendments to or restatements of the company agreement; and
(3) any tax returns described by § 101.501(a)(2).
§ 101.503. PENALTY FOR REFUSAL TO PERMIT EXAMINATION OF CERTAIN RECORDS.
(a) A limited liability company that refuses to allow a member to examine and copy, on written request that complies with § 101.502(a), records or other information described by that § is liable to the member for any cost or expense, including attorney's fees, incurred in enforcing the member's rights under § 101.502. The liability imposed on a limited liability company under this subsection is in addition to any other damages or remedy afforded to the member by law.
(b) It is a defense to an action brought under this § that the person suing:
(1) has improperly used information obtained through a prior examination of the records or other information of the limited liability company or any other limited liability company, under § 101.502; or
(2) was not acting in good faith or for a proper purpose in making the person's request for examination.
SUPPLEMENTAL WINDING UP AND TERMINATION PROVISIONS
§ 101.551. PERSONS ELIGIBLE TO WIND UP COMPANY.
After an event requiring the winding up of a limited liability company unless a revocation as provided by § 11.151 or a cancellation as provided by § 11.152 occurs, the winding up of the company must be carried out by:
(1) the company's governing authority or one or more persons, including a governing person, designated by the governing authority, the members, or the governing documents;
(2) if the event requiring the winding up of the company is the termination of the continued membership of the last remaining member of the company, the legal representative or successor of the last remaining member or one or more persons designated by the legal representative or successor; or
(3) a person appointed by the court to carry out the winding up of the company under § 11.054, 11.405, 11.409, or 11.410.
§ 101.552. APPROVAL OF VOLUNTARY WINDING UP, REVOCATION, CANCELLATION, OR REINSTATEMENT.
(a) A majority vote of all of the members of a limited liability company or, if the limited liability company has no members, a majority vote of all of the managers of the company is required to approve:
(1) a voluntary winding up of the company under Chapter 11;
(2) a revocation of a voluntary decision to wind up the company under § 11.151; or
(3) a reinstatement of a terminated company under § 11.202.
(b) The consent of all of the members of the limited liability company is required to approve a cancellation under § 11.152 of an event requiring winding up specified in § 11.051(1) or (3).
(c) An event requiring winding up specified in § 11.056 may be canceled in accordance with § 11.152(a) if the legal representative or successor of the last remaining member of the domestic limited liability company agrees to:
(1) cancel the event requiring winding up and continue the company; and
(2) become a member of the company effective as of the date of termination of the membership of the last remaining member of the company, or designate another person who agrees to become a member of the company effective as of the date of the termination.