Certificate Representing Ownership Interest
[For LLC]
Most Texas Business Organizations Code requirements for certificates representing ownership interests in closely held entities do not apply to LLCs unless the company agreement of the LLC specifies such requirements. Tex. Bus. Orgs. Code § 3.201(d).
If the company agreement of the LLC provides that members have the right of dissent and appraisal, a membership certificate representing ownership interests subject to a demand for payment (made under section 10.356 of the Business Organizations Code) must contain a reference to the demand for payment and the name of the original dissenting owner of the ownership interest. Tex. Bus. Orgs. Code § 10.359.
FORMED UNDER THE LAWS OF THE STATE OF TEXAS
|
[Certificate number] |
[Ownership interests represented by certificate] |
[Name of LLC]
[Name of LLC] is authorized to issue this [percent] percentage membership interest pursuant to the Company Agreement of [name of LLC] to:
[Name of member]
[Date]
|
__________________________________ |
__________________________________ |
The membership interest evidenced by this certificate has not been registered under the Securities Act of 1933, as amended, or any state laws (the “Securities Acts”). The membership interest has been acquired
for investment and may not be sold or offered for sale in the absence of an effective registration
statement under the Securities Acts or an opinion of counsel satisfactory to the Company that
such registration is not required.