AI-assisted research summary: This section sets which LLC decisions need approval by the governing authority, governing persons, or all members.
Sec. 101.356. VOTES REQUIRED TO APPROVE CERTAIN ACTIONS. (a) Except as provided in this section or any other section in this title, an action of a limited liability company may be approved by the company's governing authority as provided by Section 101.355. (b) Except as provided by Subsection (c), (d), or (e) or any other section in this title, an action of a limited liability company not apparently for carrying out the ordinary course of business of the company must be approved by the affirmative vote of the majority of all of the company's governing persons. (c) Except as provided by Subsection (d) or (e) or any other section in this title, a fundamental business transaction of a limited liability company, or an action that would make it impossible for a limited liability company to carry out the ordinary business of the company, must be approved by the affirmative vote of the majority of all of the company's members. (d) Except as provided by Subsection (e) or any other section of this title, the company's members must approve by an affirmative vote of all the members: (1) an amendment to the certificate of formation of a limited liability company; or (2) a restated certificate of formation that contains an amendment to the certificate of formation of a limited liability company. (e) A requirement that an action of a limited liability company must be approved by the company's members does not apply during the period prescribed by Section 101.101(b). (f) Approval of a restated certificate of formation by a limited liability company's members is required only if the restated certificate contains an amendment. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 74, eff. January 1, 2006.