Operating Agreement Template Texas

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

Document ID: LLC-TX-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: State of Texas (Texas Business Organizations Code)

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LEGAL DISCLAIMER

This document is a template provided for informational purposes only and does not constitute formal legal advice or the creation of an attorney-client relationship. This agreement is drafted to comply with the Texas Business Organizations Code (TBOC). Users are strictly advised to consult with qualified legal counsel licensed in Texas to ensure the provisions align with specific business objectives, tax strategies, and capital structures.

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1. PARTIES AND RECITALS

This Limited Liability Company Operating Agreement (the "Agreement") is entered into as of [Effective Date] by and among the undersigned Members:

1.1 [Company Full Legal Name], a Texas Limited Liability Company (the "Company"), with its principal office located at [Company Principal Address].

1.2 [Member 1 Full Legal Name], with a principal address of [Member 1 Address].

1.3 [Member 2 Full Legal Name], with a principal address of [Member 2 Address].

RECITALS: WHEREAS, the Members desire to form a Limited Liability Company under the laws of the State of Texas; and WHEREAS, the Members desire to set forth their respective rights, duties, and obligations with respect to the Company.

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2. FORMATION AND PURPOSE

2.1 Formation. The Company was formed by the filing of a Certificate of Formation with the Texas Secretary of State. 2.2 Name. The name of the Company is [Company Full Legal Name]. 2.3 Purpose. The purpose of the Company is to conduct any lawful business for which a limited liability company may be organized under the TBOC.

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3. CAPITAL CONTRIBUTIONS AND OWNERSHIP

3.1 Initial Contributions. The Members have contributed the following initial capital:

• Member 1 Name: $[Amount in USD]
• Member 2 Name: $[Amount in USD] 3.2 Ownership Interests. Membership interests shall be allocated as follows:

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4. MANAGEMENT AND VOTING

4.1 Management. The Company shall be managed by [Member/Manager], who shall have the authority to bind the Company in the ordinary course of business. 4.2 Voting. Except as otherwise provided herein, all decisions shall be made by a majority interest of the Members.

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5. DISTRIBUTIONS AND TAXES

5.1 Distributions. Cash or assets shall be distributed to the Members at such times and in such amounts as determined by the Manager(s). 5.2 Tax Classification. The Company shall be treated as a [Partnership/Disregarded Entity] for federal income tax purposes unless otherwise elected.

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6. TRANSFER OF INTERESTS

No Member may sell, assign, or encumber their interest in the Company without the prior written consent of all other Members. Any attempted transfer in violation of this section shall be void.

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7. DISSOLUTION

The Company shall dissolve upon the unanimous written agreement of the Members, the entry of a judicial decree of dissolution, or the occurrence of an event requiring dissolution under the TBOC.

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8. INDEMNIFICATION AND LIABILITY

8.1 Limitation of Liability. No Member or Manager shall be liable to the Company or other Members for monetary damages for any breach of fiduciary duty, except for acts or omissions involving intentional misconduct or knowing violation of the law. 8.2 Indemnification. The Company shall indemnify any person who was or is a party to any proceeding by reason of the fact that they are or were a Member or Manager of the Company to the fullest extent permitted by Texas law.

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9. GOVERNING LAW AND DISPUTE RESOLUTION

9.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Texas. 9.2 Dispute Resolution. Any dispute arising out of this Agreement shall be submitted to mandatory mediation in [County Name], Texas. If mediation fails to resolve the dispute within thirty (30) days, the dispute shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association.

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10. MISCELLANEOUS

10.1 Severability. If any provision of this Agreement is held to be invalid, the remainder of the Agreement shall continue in full force and effect. 10.2 Entire Agreement. This document constitutes the entire agreement between the parties and supersedes all prior understandings. 10.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

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11. EXECUTION

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

FOR MEMBER 1 NAME: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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12. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Preparation: Copy the above text into a word processor. Replace all bracketed [ ] text with your specific business data.
2. Review: Ensure that the "Ownership Interests" in Section 3.2 match the capital contributions in 3.1 or the intended equity split.
3. Signatory Verification: Ensure the persons signing have the legal authority (via the Certificate of Formation or internal resolution) to bind the entity.
4. Execution: Print two original copies. All parties should sign in blue or black ink. Alternatively, utilize a secure e-signature platform (DocuSign, HelloSign) that provides a Certificate of Completion.
5. Filing: This Agreement is an internal governing document. You do not need to file this with the Texas Secretary of State. Keep it in your corporate record book (binder or digital file) at the principal place of business.
6. Record Retention: Maintain this document for the life of the company plus seven years after dissolution for tax audit purposes.