Operating Agreement Template Texas Llc

LIMITED LIABILITY COMPANY AGREEMENT OF [COMPANY FULL LEGAL NAME]

DOCUMENT ID: LLC-TX-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 prepared for general informational purposes and does not constitute specific legal advice or an attorney-client relationship. The Texas Business Organizations Code (TBOC) requires specific filings and adherence to statutory mandates. Users should consult with legal counsel licensed in Texas to ensure this Agreement aligns with the specific capital structure, tax elections, and management preferences of the LLC.

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1. PARTIES AND RECITALS

This Operating Agreement (the "Agreement") is entered into as of the Effective Date by and among the Members identified in Exhibit A (the "Members"). The Members have formed a Limited Liability Company under the laws of the State of Texas, named [Company Full Legal Name] (the "Company"). The parties agree to the terms set forth herein to govern the affairs, management, and operations of the Company.

2. FORMATION AND PURPOSE

The Company was formed by the filing of a Certificate of Formation with the Texas Secretary of State. The purpose of the Company is to conduct any lawful business for which a limited liability company may be organized under the TBOC.

3. CAPITAL CONTRIBUTIONS

Each Member shall contribute the amount of capital set forth in Exhibit A. No Member shall be required to make any further capital contribution unless unanimously agreed upon in writing by all Members. Capital accounts shall be maintained in accordance with Internal Revenue Code Section 704(b).

4. MANAGEMENT

The Company shall be [Member-Managed / Manager-Managed].

• [If Member-Managed]: All Members shall participate in the management of the Company, with decisions made by a majority vote based on Percentage Interest.
• [If Manager-Managed]: The Company shall be managed by [Manager Name], who shall have the authority to bind the Company in the ordinary course of business.

5. DISTRIBUTIONS AND ALLOCATIONS

Profits and losses shall be allocated among the Members in proportion to their respective Percentage Interests. Distributions of cash or property shall be made at such times and in such amounts as determined by the [Members/Manager], provided that such distributions comply with the solvency requirements of the TBOC.

6. TRANSFER OF INTERESTS

No Member may sell, assign, encumber, or otherwise transfer all or any part of their interest in the Company without the prior written consent of a majority of the non-transferring Members. Any attempt to transfer in violation of this section shall be void ab initio.

7. INTELLECTUAL PROPERTY

All work, inventions, software, and intellectual property developed by any Member or employee for the Company shall be deemed "Work Made for Hire" and shall be the sole and exclusive property of the Company. Members hereby assign all right, title, and interest in such creations to the Company.

8. CONFIDENTIALITY

Each Member agrees to hold in strict confidence all non-public information concerning the Company, its clients, and its trade secrets. This obligation survives the termination of this Agreement and the dissociation of any Member.

9. INDEMNIFICATION AND LIMITATION OF LIABILITY

To the fullest extent permitted by Texas law, the Company shall indemnify any Member or Manager against any claims, losses, or damages arising out of the performance of their duties, provided such actions were taken in good faith and in the best interest of the Company. No Member shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member.

10. TERM AND TERMINATION

The Company shall have perpetual existence unless dissolved upon: (a) the written agreement of all Members; (b) the entry of a decree of judicial dissolution; or (c) any other event causing dissolution under the TBOC. Upon dissolution, the Company’s assets shall be liquidated, debts satisfied, and remaining proceeds distributed to Members per their Percentage Interests.

11. DISPUTE RESOLUTION

In the event of a dispute arising out of this Agreement, the parties shall first attempt to resolve the matter through good-faith mediation. If mediation fails, the dispute shall be settled by binding arbitration in [County], Texas, in accordance with the rules of the American Arbitration Association.

12. GOVERNING LAW

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, without regard to its conflict of law principles.

13. MISCELLANEOUS

• Entire Agreement: This document constitutes the entire agreement between the parties.
• Severability: If any provision is held invalid, the remainder shall remain in full force and effect.
• Amendments: This Agreement may only be amended by a written instrument signed by all Members.

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14. EXECUTION AND SIGNATURE BLOCKS

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

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

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15. STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Customization: Open the document in a word processor. Replace all bracketed text [ ] with accurate legal data. Ensure the "Manager" vs "Member" management structure is explicitly selected.
2. Exhibit A Creation: Draft a separate table (Exhibit A) listing each Member, their full address, initial capital contribution amount, and their resulting percentage interest in the Company.
3. Verification of Authority: Ensure the signatory for the Company has the legal authority (per the Certificate of Formation or prior resolutions) to bind the entity.
4. Execution: For maximum legal defensibility, execute via a cryptographically secure digital signature platform (e.g., DocuSign or Adobe Sign) which provides an audit trail of the signing process.
5. Record Retention: Store a fully executed PDF copy of this Agreement in the Company’s permanent minute book. It is not required to file this document with the Texas Secretary of State, but it must be kept at the Company’s principal office.
6. Filing: Ensure the Certificate of Formation has been filed with the Texas Secretary of State; this Agreement serves as the internal governance document that functions alongside that filing.