S.B. No. 323

	AN ACT
	relating to the applicability of certain laws governing
	corporations to limited liability companies.
	BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
	SECTION 1.  Subchapter A, Chapter 101, Business
	Organizations Code, is amended by adding Section 101.002 to read as
	follows:
	Sec. 101.002.  APPLICABILITY OF OTHER LAWS. (a)  Subject to
	Section 101.114, Sections 21.223, 21.224, 21.225, and 21.226 apply
	to a limited liability company and the company's members, owners,
	assignees, affiliates, and subscribers.
	(b)  For purposes of the application of Subsection (a):
	(1)  a reference to "shares" includes "membership
	interests";
	(2)  a reference to "holder," "owner," or "shareholder"
	includes a "member" and an "assignee";
	(3)  a reference to "corporation" or "corporate"
	includes a "limited liability company";
	(4)  a reference to "directors" includes "managers" of
	a manager-managed limited liability company and "members" of a
	member-managed limited liability company;
	(5)  a reference to "bylaws" includes "company
	agreement"; and
	(6)  the reference to "Sections 21.157-21.162" in
	Section 21.223(a)(1) refers to the provisions of Subchapter D of
	this chapter.
	SECTION 2.  This Act takes effect September 1, 2011.
	______________________________	______________________________
	President of the Senate	Speaker of the House
	I hereby certify that S.B. No. 323 passed the Senate on
	March 17, 2011, by the following vote:  Yeas 31, Nays 0.
	______________________________
	Secretary of the Senate
	I hereby certify that S.B. No. 323 passed the House on
	April 20, 2011, by the following vote:  Yeas 146, Nays 0, one
	present not voting.
	______________________________
	Chief Clerk of the House
	Approved:
	______________________________
	Date
	______________________________
	Governor