Texas LLC Operating Agreement

Use the builder above to fill in the Texas form online. You can also download the PDF, Word, or OpenDocument file, complete it by hand, and sign it.

Texas LLC Laws and Definition

Under the Texas statute, the operating agreement of a limited liability company is called a company agreement. Section 101.001 of the Texas Business Organizations Code defines it in one broad sentence, quoted below.^[1.1] Under Section 101.052(a), the company agreement governs the relations among the members, managers, and officers, the assignees of membership interests, and the company itself.^[1.3]

“Company agreement” means any agreement, written, implied, or oral, of the members concerning the affairs or the conduct of the business of a limited liability company.

• Written, oral, or implied. The definition covers all three, so an agreement does not have to be on paper to count. A written agreement is still easier to follow and to prove.^[1.1]
• One member is enough. A company agreement of an LLC that has only one member is not unenforceable because only one person is a party to it.^[1.1]
• Defaults fill the gaps. To the extent the company agreement does not otherwise provide, the Texas LLC statute and the Title 1 provisions that apply to an LLC govern the LLC’s internal affairs.^[1.2]

Texas law, not the company agreement, protects members from the LLC’s debts. A member or manager is not liable for a debt, obligation, or liability of the LLC, including one under a court judgment, except as and to the extent the company agreement specifically provides otherwise (Section 101.114).^[1.6]

How a Texas Company Agreement Is Enforced and Changed

A Texas company agreement is enforceable by or against the LLC whether or not the LLC signed or otherwise expressly adopted it. A member, manager, or assignee of a membership interest is also bound by the agreement, even if that person never signs it.^[1.2]

• Changing it. Unless the agreement itself provides otherwise, it may be amended only if each member consents to the amendment.^[1.4]
• Rights for outsiders. The agreement may give rights to any person, including a person who is not a party to it, to the extent the agreement provides.^[1.2]

Section 101.054 sets two limits. The agreement can waive or modify a right that the Texas LLC statute gives to an outsider only if that person consents. An outsider is anyone who is not a member, manager, officer, or assignee. The agreement also may not unreasonably restrict a member’s or assignee’s rights under Section 101.502, which cover examining the company’s records.^[1.5]

How to Fill Out Our Texas Operating Agreement Form

Our Texas form is the single-member type of operating agreement for a manager-managed LLC. Fill it in with the builder above, or download the PDF and complete it with the PDF editor or by hand. Work through the parts below in the order they appear on the form. Each step names the part of the form and says what goes in it.

The screenshots under each step show the FormsPal Texas operating agreement template filled with sample entries, so you can see where each answer goes. The names, dates and amounts are examples only.

1. Preamble. Enter the company name, the state, and the date. Then add the Member’s name, the date the Articles of Organization were filed, and the LLC statute reference where each bracketed prompt asks. The form prints the year 2021 in the date line, so check it. In Texas the filing that forms the LLC is called a certificate of formation (Section 3.001), and the Secretary of State files it only if it conforms to the Code and all required fees have been paid (Section 4.002).^[2.1]

   

2. Sections 1 to 3. Repeat the company name in Section 1. Write the principal business office address in Section 2. Enter the registered agent’s name and address in Section 3. The company name must be distinguishable in the Secretary of State’s records from the names of other existing filing entities, so check that it is available before you file. The registered agent must be a Texas resident or an organization, other than the LLC itself, that is registered or authorized to do business in Texas, and the agent must consent to serve in the written or electronic form the Secretary of State provides (Sections 5.053 and 5.201).^[3.1]

   

3. Section 6, Purposes. Select one box. Either describe the company’s business in the blank or select All matters permitted by applicable law.

   

4. Section 8, Managers. Enter the initial number of Managers in Section 8(a). The Managers’ names go on Schedule B.

   

5. Section 8(g), Compensation of Managers. Select one box. Managers may be paid expenses for attending meetings, or there is no compensation or expense reimbursement. The choices run onto page 4.

   

6. Section 9, Officers. Select whether the Company has no Officers or has Officers. If you choose Officers, write each Officer’s role where the form asks.

   

7. Section 15, Fiscal Year. Enter the date the fiscal year starts and the date it ends.

   

8. Section 30, Effectiveness. Enter the date the entity was formed, which is the date of the Articles of Organization filing.

   

9. Signature block. Sign on the By line as the Member, then print the name and title below it. Sign only after every blank above is filled in. The form has no notary or witness lines.

   

10. Schedule A, Definitions. Enter the date the entity was formed in the Articles of Organization definition. Leave the other definitions as printed.

    

11. Schedule B, Member, Managers and Officers. Enter the Member’s name and address, for example Anna Baker, 123 Main Street, Austin, TX 78701. Then list the initial Managers and, if Section 9 has Officers, the initial Officers.

    

12. Schedule C, Initial capital contribution. Describe what the Member contributed to the company on the Insert Description line. A contribution does not have to be cash. It can be any tangible or intangible benefit, such as cash, services rendered, a contract for services to be performed, a promissory note, or securities (Section 1.002). A promise to make a contribution is enforceable only if it is in writing and signed by the person making it (Section 101.151).^[1.7]

    

This type of form is for one member. If your LLC has two or more members, use our multi-member LLC operating agreement template. The LLC operating agreement template page lists forms for other states.

Frequently Asked Questions

These are the questions people ask most about operating agreements for Texas LLCs. Each answer comes from the Texas Business Organizations Code, with the section cited after it. For advice about your own company, ask a Texas attorney.

Can I write my own operating agreement for my LLC?

Yes. Under Section 101.052(a), the company agreement of a Texas limited liability company governs the relations among the members, managers, officers, assignees, and the company itself. It also governs the LLC’s other internal affairs, except as Section 101.054 provides.^[1.3]

What happens if an LLC does not have an operating agreement?

The default rules of the Texas LLC statute apply. To the extent the company agreement does not otherwise provide, the Texas Business Organizations Code and the Title 1 provisions that apply to a limited liability company govern the LLC’s internal affairs.^[1.2] A written agreement lets the members set their own terms in place of those defaults, within the limits described above.

Other Texas Forms
Need more Texas templates? We offer free forms and simple customization experience to anyone who prefers having fewer to none challenges when dealing with forms.

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General information, not legal or tax advice.

Sources

1. Texas Business Organizations Code §§ 101.001 to 101.054. Texas Legislature Online.
   • 1.1 § 101.001
   • 1.2 § 101.052
   • 1.3 § 101.052(a)
   • 1.4 § 101.053
   • 1.5 § 101.054
   • 1.6 § 101.114
   • 1.7 § 101.151
2. Texas Business Organizations Code Chapter 4
   • 2.1 § 4.002(a)
3. Texas Business Organizations Code Chapter 5
   • 3.1 §§ 5.053(a), 5.201(b)

Jennifer M. Settles

Author & Attorney

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