Operating Agreement Template Llc Texas

COMPANY OPERATING AGREEMENT: LIMITED LIABILITY COMPANY

Document ID: TX-LLC-OA-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: State of Texas

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LEGAL COMPLIANCE NOTICE

This Operating Agreement is drafted to be compliant with the Texas Business Organizations Code (TBOC). This document constitutes a binding legal contract. It is intended for use by a Texas Limited Liability Company. Use of this template does not constitute an attorney-client relationship. Parties are advised to consult with qualified legal counsel regarding specific tax elections, member-specific capital structures, and internal governance nuances prior to execution.

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ARTICLE I: ORGANIZATION AND FORMATION

1.1 Formation. The Members have formed a Limited Liability Company under the laws of the State of Texas by filing a Certificate of Formation with the Secretary of State of Texas. 1.2 Name. The name of the Company is [Company Full Legal Name] (the "Company"). 1.3 Principal Office. The principal office of the Company shall be located at [Principal Address], or at such other place as the Members may determine. 1.4 Term. The Company shall exist in perpetuity unless dissolved in accordance with the provisions of this Agreement or the TBOC.

ARTICLE II: CAPITAL CONTRIBUTIONS AND MEMBERSHIP

2.1 Initial Capital Contributions. The initial Members have contributed the following:

• Member Name A: $[Amount in USD]
• Member Name B: $[Amount in USD] 2.2 Percentage Interests. Membership Interests shall be allocated as follows:
• 2.3 Additional Contributions. No Member shall be required to make any additional capital contribution unless unanimously agreed upon in writing.

ARTICLE III: MANAGEMENT AND GOVERNANCE

3.1 Management. The business and affairs of the Company shall be managed by [Members/Managers]. 3.2 Voting. Except as otherwise provided herein, all decisions shall be made by a [Majority/Unanimous] vote of the Members based on their respective Percentage Interests. 3.3 Authority. Only authorized officers or managers may bind the Company to contracts or obligations exceeding $[Amount in USD].

ARTICLE IV: DISTRIBUTIONS AND TAXES

4.1 Distributions. Net Cash Flow shall be distributed to the Members at such times and in such amounts as determined by the [Manager/Members], in proportion to their Percentage Interests. 4.2 Tax Classification. The Company shall be treated as a [Partnership/Disregarded Entity/Corporation] for federal and state income tax purposes.

ARTICLE V: TRANSFER OF INTERESTS

5.1 Restrictions. No Member may sell, assign, or encumber their interest in the Company without the prior written consent of all other Members. 5.2 Right of First Refusal. In the event a Member receives a bona fide offer to purchase their interest, the non-selling Members shall have a right of first refusal to purchase said interest under the same terms.

ARTICLE VI: DISSOLUTION AND LIQUIDATION

6.1 Events of Dissolution. The Company shall dissolve upon the written agreement of all Members or the entry of a judicial decree of dissolution. 6.2 Liquidation. Upon dissolution, the assets shall be applied first to satisfy Company debts, and the remainder distributed to Members in accordance with their positive capital account balances.

ARTICLE VII: INDEMNIFICATION AND LIABILITY

7.1 Limitation of Liability. No Member or Manager shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member or Manager. 7.2 Indemnification. The Company shall indemnify, defend, and hold harmless any person made a party to a proceeding by reason of their status as a Member or Manager, to the fullest extent permitted by Texas law.

ARTICLE VIII: DISPUTE RESOLUTION

8.1 Mediation. In the event of a dispute arising out of this Agreement, the parties shall first attempt to resolve the matter through good-faith mediation in [County], Texas. 8.2 Binding Arbitration. If mediation fails, the dispute shall be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in [County], Texas.

ARTICLE IX: MISCELLANEOUS

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. 9.2 Entire Agreement. This document constitutes the entire agreement between the parties and supersedes all prior understandings. 9.3 Amendments. This Agreement may only be amended by a written instrument signed by all Members. 9.4 Severability. If any provision of this Agreement is held to be invalid, the remainder shall continue in full force and effect.

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EXECUTION AND SIGNATURE BLOCKS

FOR [COMPANY FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

FOR [MEMBER / COUNTERPARTY NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting: Replace all bracketed text [ ] with the verified legal data. Do not leave any brackets empty. Ensure all financial figures match the initial capitalization table.
2. Review: Print the document for internal review. Ensure the "Management" section (Art 3.1) matches your actual operational reality (i.e., whether the LLC is Member-Managed or Manager-Managed).
3. Signatory Authority: Verify that the individuals signing have the actual authority to bind the entity. If signing on behalf of another entity, attach a Corporate Resolution authorizing the signatory to enter into this Agreement.
4. Execution: Use a secure digital signature platform (DocuSign, Adobe Sign, or HelloSign) to ensure an audit trail. Obtain signatures from all Members.
5. Record Retention: Texas law does not require filing the Operating Agreement with the Secretary of State. Maintain the original executed version in the Company’s "Minute Book" or digital governance repository permanently.
6. Tax Compliance: Once signed, provide a copy to your tax professional to determine if a Form 8832 (Entity Classification Election) is required for federal tax purposes.