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May 26, 2012Daryl B. Robertson

Corporation, Partnership (General, Limited and LLP) and Limited Liability Company Acquisitions Under Texas Business Organizations Code, Including Special Issues

The Texas Business Organizations Code (the ―TBOC‖ or the ―Code‖) is a substantive codification of the prior Texas statutes governing non-profit and for-profit, private-sector entities, which, for the most part were repealed effective as of January 1, 2010. These statutes consisted of the Texas Business Corporation Act (―TBCA‖), Texas Miscellaneous Corporation Laws Act (―TMCLA‖), Texas Limited Liability Company Act (―TLLCA‖), Texas Revised Limited Partnership Act (―TRLPA‖), Texas Revised Partnership Act (―TRPA‖), Texas Non-Profit Corporation Act (―TNPCA‖), Texas Real Estate Investment Trust Act (―TREITA‖), Texas Uniform Unincorporated Nonprofit Associations Act (―TUUNAA‖), Texas Professional Corporation Act (―TPCA‖), Texas Professional Associations Act (―TPAA‖), Cooperative Associations Act (―CAA‖) and other existing provisions of Texas statutes governing private entities. The Code was a joint project of the Business Law Section of the State Bar of Texas and The Office of the Texas Secretary of State. The Texas Legislative Council provided drafting and editing assistance. The Code has been under development since 1995, when the Business Law Section first formed a committee to study codification of the foregoing statutes. This committee evolved into a drafting committee (the ―Committee‖) that included representatives of the Secretary of State’s Office, solo practitioners, law firm lawyers and prominent law professors from several Texas law schools. The Committee’s continuing work to improve the Code has resulted in a number of amendments to the Code, the most recent of which were included in a few bills passed by the 2011 Texas Legislature and became effective on September 1, 2011.
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October 15, 2011Adrienne Randle Bond, Allen Sparkman

The Series LLC: A New Planning Tool

While the Series LLC is a new vehicle that has some unanswered questions, it is a solution to problems of management of assets that have common, but not identical features. The statute makes very clear the ability to deal with assets and the transactions surrounding assets that may be held by an entity. If you focus on the feature of asset management and commonality, but not identity, the confusion caused by the flexibility permitted in the TBOC provisions falls away, and you are able to focus on fact patterns that are truly facilitated by this structure. The single most ―common‖ commonality is management, but the commonality may be the nature of the asset (such as the accumulation of one large asset from divided parts) or the development of an asset over time, where ownership may shift. We would like to encourage you to join the ranks of the optimists and urge you to study and think about this new vehicle. Consider embracing the good points of a Series LLC in transactions appropriate for the solutions that it provides.
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