AI-assisted research summary: This section creates presumptions for certain LLC governing persons and officers, and lets an LLC adopt a matching company-agreement provision.
Sec. 101.256. PRESUMPTIONS FOR GOVERNING PERSONS OF CERTAIN LIMITED LIABILITY COMPANIES. (a) This section applies only to a limited liability company that has a class or series of voting membership interests listed on a national securities exchange. Nothing in this subsection prohibits a limited liability company from adopting, in its company agreement, a provision that duplicates the effect of this section, regardless of whether the limited liability company has a class or series of voting membership interests listed on a national securities exchange. (b) This section sets out certain presumptions concerning compliance by managerial officials with their duties, if any, to a domestic limited liability company, including any duties that pertain to transactions with interested persons. (c) In taking or declining to take any action on any matters of a limited liability company's business, a governing person or officer, and each affiliate or associate of a governing person or officer, is presumed to act in good faith and in compliance with: (1) the person's or officer's duties required under common law or the governing documents of the limited liability company; and (2) the governing documents of the limited liability company. (d) Neither a limited liability company nor any of the company's members has a cause of action against a governing person or officer or any affiliate or associate of a governing person or officer of the company as a result of any act or omission in the person's capacity as a governing person or officer of the company unless: (1) the claimant rebuts one or more of the presumptions established by Subsection (c); and (2) it is proven by the claimant that: (A) the act or omission of the governing person or officer or affiliate or associate of a governing person or officer constituted a breach of one or more of the person's duties as a governing person or officer to the extent the duty has not been modified or eliminated through an affirmative election contained in the governing documents as permitted by this chapter; and (B) the breach involved fraud, intentional misconduct, an ultra vires act, or a knowing violation of law. (e) The presumptions established by this section: (1) are in addition to any legal presumption arising under common law or this code, in favor of any governing person or officer to which this section applies; and (2) do not abrogate, preempt, or lessen any other defense, presumption, immunity, or privilege under other constitutional, statutory, case, or common law or rule provisions, in favor of any governing person or officer of any domestic entity, including any limited liability company to which this section does not apply. (f) In alleging fraud, intentional misconduct, an ultra vires act, or a knowing violation of the law under Subsection (d)(2)(B), a party must state with particularity the circumstances constituting the fraud, intentional misconduct, ultra vires act, or knowing violation of law. (g) This section does not limit the effectiveness or applicability of a provision contained in the certificate of formation or company agreement of a limited liability company limiting monetary liability of a governing person or officer. Added by Acts 2025, 89th Leg., R.S., Ch. 21 (S.B. 29), Sec. 17, eff. May 14, 2025. SUBCHAPTER G. MANAGERS