Member Resolution for Dissolution
(TX Series LLC)

Summary

This Member Resolution for Dissolution (TX Series LLC)template may be adopted by the members of a parent limited liability company (LLC) upon their decision to dissolve a Texas series LLC. This template includes practical guidance, drafting notes, and alternate clauses. This template is intended for use by the members of a Texas series limited liability company to authorize dissolution by written consent without a meeting pursuant to Tex. Bus. Orgs. Code § 101.359(2). Once the parent LLC is dissolved, all individual cells will cease to exist legally. Upon completion of the winding-up process pursuant to Tex. Bus. Orgs. Code §§ 11.052, 11.056, and 101.551–101.552, a dissolving LLC must file a certificate of termination with the Texas Secretary of State. The certificate must meet the requirements of Tex. Bus. Orgs. Code § 11.101. For a template certificate of termination, see Certificate of Termination (TX Series LLC). For more information and resources related to limited liability companies in Texas, see Limited Liability Company Resource Kit (TX). For more information regarding dissolution of a Texas LLC, see Dissolution (TX LLC).