Section 101.452 - Standing to Bring Proceeding(a) Subject to Subsection (b), a member may not institute or maintain a derivative proceeding unless:(1) the member: (A) was a member of the limited liability company at the time of the act or omission complained of; or(B) became a member by operation of law originating from a person that was a member at the time of the act or omission complained of; and(2) the member fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company.(b) If the converted entity in a conversion is a limited liability company, a member of that limited liability company may not institute or maintain a derivative proceeding based on an act or omission that occurred with respect to the converting entity before the date of the conversion unless: (1) the member was an equity owner of the converting entity at the time of the act or omission; and(2) the member fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company.Tex. Bus. Org. Code § 101.452
Amended by Acts 2019, Texas Acts of the 86th Leg.- Regular Session, ch. 899,Sec. 14, eff. 9/1/2019. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. 1/1/2006.