A limited liability company’s company agreement generally cannot waive or modify certain listed statutory provisions, but the section provides specific exceptions.
Sec. 101.054. WAIVER OR MODIFICATION OF CERTAIN STATUTORY PROVISIONS PROHIBITED; EXCEPTIONS. (a) Except as provided by this section, the following provisions may not be waived or modified in the company agreement of a limited liability company: (1) this section; (2) Section 101.101, 101.151, 101.206, 101.501, or Subchapter M of Chapter 101, except that Sections 101.601(d), 101.610, 101.611, 101.613(a), 101.616(2)(A) through (D), 101.618, or 101.619(b) may be waived or modified in the company agreement; (3) Chapter 1, if the provision is used to interpret a provision or define a word or phrase contained in a section listed in this subsection; (4) Chapter 2, except that Section 2.104(c)(2), 2.104(c)(3), or 2.113 may be waived or modified in the company agreement; (5) Chapter 3, except that Subchapters C and E may be waived or modified in the company agreement; or (6) Chapter 4, 5, 10, 11, or 12. (b) A provision listed in Subsection (a) may be waived or modified in the company agreement if the provision that is waived or modified authorizes the limited liability company to waive or modify the provision in the company's governing documents. (c) A provision listed in Subsection (a) may be modified in the company agreement if the provision that is modified specifies: (1) the person or group of persons entitled to approve a modification; or (2) the vote or other method by which a modification is required to be approved. (d) A provision in this title or in that part of Title 1 applicable to a limited liability company that grants a right to a person, other than a member, manager, officer, or assignee of a membership interest in a limited liability company, may be waived or modified in the company agreement of the company only if the person consents to the waiver or modification. (e) The company agreement may not unreasonably restrict a member's or assignee's rights under Section 101.502. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 97, eff. September 1, 2007. Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 38, eff. September 1, 2009. Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 34, eff. September 1, 2011. Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 9, eff. September 1, 2017. Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 24, eff. June 1, 2022. Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 35, eff. September 1, 2023.