Member Resolution for Termination of a Cell
(TX Series LLC)

Summary

This member resolution template may be adopted by the members of a Texas series limited liability company (LLC) upon their decision to dissolve and terminate a specific cell. This template includes practical guidance and drafting notes. A company agreement may establish or provide for the establishment of one or more designated series of members, managers, membership interests, or assets that have separate rights, powers, or duties with respect to specified property or obligations of the LLC or profits and losses associated with specified property or obligations; or that has a separate business purpose or investment objective. Tex. Bus. Orgs. Code § 101.601. In this template, the LLC is dissolving its Series A cell. Although the Texas Business Organizations Code does not require that a certificate of termination be filed with the Secretary of State to effect the termination of an LLC cell, it is recommended that detailed records be maintained to keep track of the cell's individual activities, including the formality of adopting the resolution for termination. For additional guidance on Texas Series LLCs, see Formation and Management (TX Series LLC), and Limited Liability Company Resource Kit (TX).