Operating Agreement Example Texas

SINGLE-MEMBER / MULTI-MEMBER LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR A TEXAS LIMITED LIABILITY COMPANY

DOCUMENT CONTROL

• Effective Date: [Date]
• Document Version: 2026.1
• Jurisdiction/Scope: State of Texas (Governed by the Texas Business Organizations Code, Title 3)
• Entity Type: Texas Limited Liability Company (Manager-Managed / Member-Managed)

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OFFICIAL NOTICE & LEGAL DISCLAIMER

LEGAL COUNSEL NOTICE: This document is an elite legal and operational template designed for a Texas Limited Liability Company pursuant to the Texas Business Organizations Code (TBOC). Formation of an LLC carries significant legal, tax, and operational consequences. It is strongly advised that organizers, members, and managers consult with independent legal counsel and a certified public accountant (CPA) prior to execution. This template must be customized to reflect the exact commercial terms of the parties.

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ARTICLE I: COMPANY FORMATION & BASIC PROVISIONS

1.1 Formation

The undersigned Member(s) hereby form a limited liability company (the "Company") pursuant to the provisions of the Texas Business Organizations Code (TBOC). The Company shall be governed by the terms set forth in this Operating Agreement (the "Agreement") and the Certificate of Formation filed with the Secretary of State of the State of Texas.

1.2 Name

The name of the Company is [Company Name], LLC.

1.3 Principal Place of Business

The principal office and place of business of the Company shall be located at: [Street Address, City, State, Zip Code] The Company may maintain such other offices as the [Manager/Managing Member] may designate from time to time.

1.4 Registered Agent and Registered Office

The name of the Company’s initial registered agent for service of process is [Registered Agent Name], and the address of the initial registered office is [Registered Office Street Address, City, TX Zip Code].

1.5 Term

The term of the Company shall be perpetual unless terminated in accordance with the provisions of this Agreement or the applicable laws of the State of Texas.

1.6 Purpose

The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the TBOC.

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ARTICLE II: CAPITAL CONTRIBUTIONS & CAPITAL ACCOUNTS

2.1 Initial Capital Contributions

The Member(s) have contributed cash, property, or services to the Company in the amounts and percentages set forth below. Such contributions represent the initial capital of the Company.

2.2 Additional Capital Contributions

No Member shall be required to make any additional capital contributions to the Company beyond those set forth in Section 2.1. If the [Manager/Managing Member] determines that additional capital is required for operations, expansion, or debt service, a capital call may be issued to all Members pro rata based on their respective Ownership Interests.

2.3 Capital Accounts

A separate Capital Account shall be maintained for each Member in accordance with U.S. Treasury Regulation Section 1.704-1(b)(2)(iv). Capital accounts shall not bear interest.

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ARTICLE III: PROFITS, LOSSES, AND DISTRIBUTIONS

3.1 Allocation of Profits and Losses

Net Profits and Net Losses of the Company for each fiscal year shall be allocated to the Members in proportion to their respective Ownership Interests, as set forth in Section 2.1, subject to any mandatory regulatory allocations required by the Internal Revenue Code.

3.2 Distributions of Cash Flow

Distributions of available cash (after deduction of operating expenses, debt service, and reasonable reserves for working capital) shall be made at such times and in such amounts as determined by the [Manager/Managing Member], pro rata in accordance with the Members' respective Ownership Interests.

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ARTICLE IV: MANAGEMENT & VOTING

4.1 Management Structure

Select one option by initialing:

• [ ] Member-Managed: The business and affairs of the Company shall be managed by all of its Members.
• [ ] Manager-Managed: The business and affairs of the Company shall be managed exclusively by one or more Managers designated pursuant to this Article IV.
  • Initial Manager(s): [Full Legal Name of Manager]

4.2 Authority of Manager(s) / Member(s)

The [Manager(s) / Managing Member(s)] shall have full, exclusive, and complete authority to manage, control, and operate the business of the Company, subject to the terms of this Agreement and the TBOC.

4.3 Major Decisions Requiring Consent

Notwithstanding Section 4.2, the following actions require the written consent of Members holding at least [66.6 / 51 / 100]% of the Ownership Interests:

1. The sale, exchange, lease, or other disposition of all or substantially all of the Company's assets.
2. The merger, conversion, or consolidation of the Company with any other entity.
3. The admission of new Members.
4. The incurrence of debt outside the ordinary course of business exceeding $0.00.
5. The voluntary dissolution or bankruptcy filing of the Company.

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ARTICLE V: TRANSFERS AND WITHDRAWALS

5.1 Transfer Restrictions (Right of First Refusal)

No Member may sell, assign, transfer, pledge, encumber, or otherwise dispose of all or any part of their Ownership Interest without the prior written consent of the Company and/or non-transferring Members, except in the case of a Permitted Transfer or pursuant to the Right of First Refusal provisions outlined herein.

5.2 Death, Disability, or Dissolution of a Member

Upon the death, permanent disability, bankruptcy, or dissolution of a Member, the remaining Member(s) or the Company shall have the option to purchase the deceased or disabled Member's interest at fair market value as determined by an independent certified appraiser.

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ARTICLE VI: DISSOLUTION AND WINDING UP

6.1 Dissolution Events

The Company shall dissolve upon the occurrence of any of the following:

1. The written determination of the Members holding the requisite voting interest to dissolve.
2. The entry of a judicial decree of dissolution under Section 11.314 of the TBOC.
3. Any event that makes it unlawful to continue the business of the Company.

6.2 Liquidation

Upon dissolution, the Company's assets shall be liquidated, and the proceeds shall be applied in the following order of priority:

1. To payment of creditors (including Members who are creditors, to the extent permitted by law).
2. To the establishment of reasonable reserves for contingent liabilities.
3. To the Members in proportion to their positive Capital Account balances, with any remaining balance distributed pro rata by Ownership Interests.

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ARTICLE VII: MISCELLANEOUS PROVISIONS

7.1 Governing Law

This Agreement, and all claims or causes of action arising out of or relating to this Agreement, shall be governed by, and construed in accordance with, the internal laws of the State of Texas, without regard to its conflict of laws principles.

7.2 Amendments

This Agreement may be amended, modified, or changed only by a written instrument executed by Members holding not less than [51 / 66.6 / 100]% of the Ownership Interests.

7.3 Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

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ARTICLE VIII: EXECUTION & SIGNATURES

IN WITNESS WHEREOF, the undersigned Member(s) and Manager(s) have executed this Operating Agreement as of the Effective Date first written above.

MEMBER(S):

Signature: _____________________________________
Printed Name: [Full Legal Name of Member 1]
Title: [Member / Managing Member]
Date: [Date]

Signature: _____________________________________
Printed Name: [Full Legal Name of Member 2]
Title: [Member]
Date: [Date]

MANAGER(S) (If Manager-Managed):

Signature: _____________________________________
Printed Name: [Full Legal Name of Manager]
Title: [Manager]
Date: [Date]

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STEP-BY-STEP EXECUTION GUIDE FOR TEXAS LLCs

1. Review and Customization: Ensure all bracketed placeholders (e.g., [Company Name], [Date], percentage allocations) are filled in accurately to match the exact commercial agreement of the parties.
2. Verification with Certificate of Formation: Confirm that the Company Name listed in Section 1.2 matches exactly the name filed with the Texas Secretary of State.
3. Execution: Have all Members and Managers sign and date the Signature Block (Article VIII). Electronic signatures (via platforms like DocuSign or Adobe Sign) are legally binding under the Texas Uniform Electronic Transactions Act (UETA).
4. Internal Storage / Record Keeping: Pursuant to Section 101.501 of the TBOC, a Texas LLC is required to maintain its company records (including this executed Operating Agreement, Certificate of Formation, and financial records) at its principal place of business. Do not file this Operating Agreement with the Texas Secretary of State; it is a private internal document.
5. Post-Formation Steps: Obtain a Federal Employer Identification Number (EIN) from the IRS, open a dedicated business bank account in the LLC’s legal name, and ensure compliance with Texas franchise tax filing requirements through the Texas Comptroller of Public Accounts.