Three Suggestions for the Texas Limited Liability Company Law

Unlike the provisions for corporations and partnerships, the Texas Business Organizations Code ("TBOC" or the "Code") provisions applicable to limited liability companies ("LLC"s) were drafted without the benefit of a uniform act. The Texas LLC Act was passed before the Uniform Limited Liability Company Act existed.  But the LLC provisions of the Code were not drafted "freehand.".  Many of the Texas provisions resemble the Code applicable to corporations or limited partnerships.  Others have less precedent. However, the LLC provisions of the Code contain some provisions that are very difficult to explain.  This paper describes what the author believes are the three most inexplicable provisions of the TBOC applicable to LLCs:  Conflicts of Interest, Agency and Veil Piercing.