Section 101.623 - Filing Of Certificate Of Registered Series(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. (b) A certificate of registered series must state: (1) the name of the limited liability company; (2) the name of the registered series being formed, which must conform with the requirements of Section 5.0561 ; and (3) if the registered series is formed under a plan of conversion or merger, a statement to that effect. (c) A certificate of registered series may include any other provisions not inconsistent with law relating to the organization, ownership, governance, business, or affairs of the registered series. (d) A certificate of registered series shall be executed by the limited liability company in accordance with Section 101.0515 and filed with the secretary of state in accordance with and take effect as a filing instrument as specified by Chapter 4. (e) A certificate of registered series is not an amendment to the certificate of formation of the limited liability company. (f) If a new registered series is established under a plan of conversion or plan of merger, the certificate of registered series of the registered series must be filed simultaneously with the certificate of conversion or certificate of merger under Section 101.627(b) or 101.634(e). The certificate of registered series is not required to be filed separately under Subsection (a). The formation and existence of a registered series that results from a conversion or merger takes effect and commences on the effectiveness of the conversion or merger. Tex. Bus. Org. Code § 101.623
Amended by Acts 2023, Texas Acts of the 88th Leg.- Regular Session, ch. 27,Sec. 43, eff. 9/1/2023.Added by Acts 2021, Texas Acts of the 87th Leg. - Regular Session, ch. 43,Sec. 1, eff. 6/1/2022.