Pllc Operating Agreement Template Texas

PROFESSIONAL LIMITED LIABILITY COMPANY OPERATING AGREEMENT

TEXAS GOVERNED, MULTI-MEMBER / SINGLE-MEMBER ADAPTIVE

DOCUMENT CONTROL & METADATA

• Effective Date: [Date]
• Document Version: 2026.1-TX
• Jurisdiction & Governing Law: State of Texas (Texas Business Organizations Code - TBOC)
• Entity Classification: Professional Limited Liability Company (PLLC)

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OFFICIAL NOTICE & LEGAL DISCLAIMER

CRITICAL LEGAL NOTICE: This Professional Limited Liability Company (PLLC) Operating Agreement is drafted for professional entities formed within the State of Texas pursuant to the Texas Business Organizations Code (TBOC). Formation of a PLLC is restricted to persons who are duly licensed or otherwise legally authorized to render the same professional service within this state. This template contains advanced structural options and must be customized by qualified legal and tax counsel to ensure strict compliance with Texas law, specific licensing board regulations (e.g., Texas Medical Board, Texas Board of Law Examiners, Texas Board of Public Accountancy), and federal tax classifications (Partnership, Corporation, or Disregarded Entity). Neither the publisher nor the drafter assumes any liability for the legal or tax consequences arising from the execution or use of this document.

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ARTICLE I: PARTIES & DEFINITIONS

1.1 Parties

This Operating Agreement (the "Agreement") is entered into and made effective as of [Date], by and among the undersigned company, [Company Legal Name], a Texas professional limited liability company (the "Company"), and the initial Member(s) listed in Schedule A (individually, a "Member" and collectively, the "Members").

1.2 Defined Terms

Capitalized terms used throughout this Agreement shall have the meanings ascribed to them below or within the specific Section in which they are first defined:

• "Act" means the Texas Business Organizations Code, as amended from time to time.
• "Certificate of Formation" means the certificate of formation filed with the Texas Secretary of State to establish the Company, as amended or restated from time to time.
• "Code" means the Internal Revenue Code of 1986, as amended.
• "Disqualification" means the permanent or temporary revocation, suspension, or lapse of a Member's Professional License, rendering them legally incapable of rendering professional services through the Company under Texas law.
• "Interest" means a Member’s entire ownership interest in the Company, including economic rights, voting rights, and management rights.
• "Manager" means any person designated to manage the Company pursuant to Article V, whether designated as a Manager or Managing Member.
• "Professional License" means a license, registration, certificate, or other legal authorization required by the State of Texas to render a specific Professional Service.
• "Professional Service" means any type of personal service that requires the obtaining of a license or other legal authorization as a condition precedent to the rendering thereof, limited strictly to those services authorized under the Texas Business Organizations Code for PLLCs.

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ARTICLE II: COMPANY FORMATION & PURPOSES

2.1 Formation

The Company was formed as a professional limited liability company on [Date of Filing] by filing the Certificate of Formation with the Secretary of State of the State of Texas in accordance with and pursuant to the Act.

2.2 Name

The name of the Company is [Company Legal Name], LLC (or such variations as include "Professional Limited Liability Company" or abbreviations required by the Act and Texas Secretary of State).

2.3 Principal Place of Business

The principal office and place of business of the Company shall be located at [Street Address, City, State, Zip], or such other location as the Managers or Members may designate from time to time.

2.4 Registered Office and Agent

The name and address of the registered agent for service of process in the State of Texas is:

• Name: [Registered Agent Name]
• Address: [Street Address, City, TX Zip]

2.5 Term

The term of the Company shall be perpetual unless terminated in accordance with the provisions of this Agreement or the Act.

2.6 Business Purpose & Strict Professional Limitations

• (a) Authorized Purpose: The Company is organized exclusively to render the following Professional Service(s): [Insert Specific Professional Service, e.g., legal, medical, accounting, architectural services], and activities incidental thereto.
• (b) Licensing Compliance: Pursuant to the Act, all Members, Managers, officers, and employees rendering professional services on behalf of the Company must be duly licensed or legally authorized to render such professional services in the State of Texas.
• (c) Prohibition of Non-Professional Activities: The Company shall not engage in any business or exercise any powers outside the scope of its designated Professional Service except as permitted by Texas law.

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ARTICLE III: CAPITAL CONTRIBUTIONS & CAPITAL ACCOUNTS

3.1 Initial Capital Contributions

Concurrently with the execution of this Agreement, the initial Member(s) have contributed cash, property, or professional services valued as set forth in Schedule A attached hereto, in exchange for the Membership Interest percentages specified therein.

3.2 Additional Capital Contributions

No Member shall be required to make any additional capital contributions to the Company. If the Managers determine that additional capital is required for Company operations, capital calls may be issued pro-rata to all Members. If any Member fails to fund their pro-rata share of a capital call, the contributing Members may elect to treat such funded amount as a demand loan bearing interest at [Interest Rate, e.g., 8]% per annum or dilute the non-contributing Member's Interest pursuant to a commercially reasonable formula.

3.3 Maintenance of Capital Accounts

An individual capital account shall be maintained for each Member in accordance with Treasury Regulation Section 1.704-1(b)(2iv).

3.4 Interest on Capital

No Member shall be entitled to interest on any capital contribution or balance in their capital account.

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ARTICLE IV: ALLOCATIONS & DISTRIBUTIONS

4.1 Allocation of Profits and Losses

For each fiscal year, net profits and net losses of the Company shall be allocated among the Members in direct proportion to their respective Percentage Interests as set forth in Schedule A.

4.2 Distributions of Cash Flow

Available cash flow, as determined solely by the Manager(s), shall be distributed periodically to the Members in proportion to their respective Percentage Interests.

4.3 Tax Distributions

To the extent cash is available, the Company shall make mandatory tax distributions to Members prior to the annual tax filing deadline, enabling them to satisfy federal, state, and local income tax liabilities attributable to Company allocations, calculated using the highest marginal individual federal income tax rate.

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ARTICLE V: MANAGEMENT & OPERATION

5.1 Management Structure

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

• If Manager-Managed: The business and affairs of the Company shall be managed by or under the direction of one or more Managers designated in Schedule B.
• If Member-Managed: All Members shall share equally in the operational management of the Company in proportion to their voting interests.

5.2 Authority of Managers / Members

Except as otherwise expressly provided in this Agreement or prohibited by the Act, the Manager(s) (or Managing Members) shall have full, complete, and exclusive authority to manage, control, and operate the business of the Company.

5.3 Major Decisions Requiring Supermajority Approval

Notwithstanding anything to the contrary herein, the following actions require the written consent of Members holding at least [e.g., 75]% of the voting Percentage Interests:

• (a) The sale, exchange, lease, or other disposition of all or substantially all of the Company's assets;
• (b) The merger, conversion, reorganization, or consolidation of the Company with any other entity;
• (c) The admission of any new Member;
• (d) The amendment of the Certificate of Formation or this Agreement;
• (e) Incurring indebtedness or executing guarantees on behalf of the Company exceeding [Dollar Amount, e.g., $50,000].

5.4 Limitation of Liability and Indemnification

• (a) Professional Liability: Nothing in this Agreement shall relieve any Member, Manager, or professional employee from personal liability for their own professional negligence, malpractice, or wrongful acts committed by them individually.
• (b) Indemnification: To the maximum extent permitted by the Act, the Company shall indemnify, defend, and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that they are or were a Member, Manager, officer, or agent of the Company.

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ARTICLE VI: TRANSFERS & RESTRICTIONS ON INTERESTS

6.1 Strict Professional Transfer Restrictions

No Member may sell, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of all or any part of their Membership Interest (collectively, a "Transfer") except in strict compliance with this Article VI and the Act. Any attempted Transfer of a Membership Interest to an individual or entity that is not duly licensed or legally authorized to render the Professional Service performed by the Company shall be void ab initio and of no legal effect.

6.2 Right of First Refusal

If a Member desires to transfer all or part of their Interest, they shall first offer such Interest in writing to the Company, and subsequently to the remaining Members, on the same terms and conditions, at least [Days, e.g., 30] days prior to any proposed transfer.

6.3 Mandatory Redemption Upon Disqualification

If any Member, Manager, or employee who is a licensed professional:

• (a) Loses, has suspended, or has revoked their Professional License;
• (b) Dies;
• (c) Becomes legally incapacitated; or
• (d) Ceases to be eligible under Texas law to be a member of the PLLC;

Such individual's voting and management rights shall terminate immediately. The Company shall have the option, exercisable within [Days, e.g., 90] days of such disqualification or death, to purchase, and the disqualified Member (or their estate) shall be obligated to sell, their Membership Interest for the fair market value determined pursuant to Section 6.4.

6.4 Valuation of Membership Interest

Fair market value shall be determined by mutual agreement of the parties. If the parties cannot agree within [Days, e.g., 30] days, fair market value shall be appraised by a certified independent CPA mutually selected by the Company and the transferring Member (or legal representative).

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ARTICLE VII: DISSOLUTION & WINDING UP

7.1 Events of Dissolution

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

• (a) The written consent of Members holding [Percentage]% of the Percentage Interests;
• (b) Entry of a judicial decree of dissolution under the Act; or
• (c) The administrative or judicial forfeiture of the Company's charter in accordance with Texas law.

7.2 Winding Up and Liquidation

Upon dissolution, the Company shall cease carrying on its active business, and a liquidating trustee (designated by the Managers or Members) shall wind up the affairs of the Company, liquidate assets, satisfy creditors in order of priority, and distribute any remaining assets to the Members in accordance with their positive capital account balances.

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ARTICLE VIII: MISCELLANEOUS PROVISIONS

8.1 Governing Law and Venue

This Agreement, and all rights and obligations arising hereunder, shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, without regard to conflict of law principles. Any legal action arising out of this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Texas.

8.2 Amendments

This Agreement may be amended, modified, or changed only through a written instrument executed by all Members (or the requisite supermajority as specified herein).

8.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

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ARTICLE IX: EXECUTION & SIGNATURES

IN WITNESS WHEREOF, the sole Member / all Members and Managers of [Company Legal Name] have executed this Professional Limited Liability Company Operating Agreement as of the Effective Date first written above.

COMPANY:

[Company Legal Name], a Texas PLLC

By: ___________________________________
Name: [Authorized Officer Name]
Title: [Manager / Managing Member]
Date: [Date]

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MEMBER(S):

Signature: ___________________________________
Printed Name: [Full Legal Name of Member 1]
Title: Member / Licensed [Profession]
Professional License No. (TX): [License Number]
Date: [Date]

Signature: ___________________________________
Printed Name: [Full Legal Name of Member 2]
Title: Member / Licensed [Profession]
Professional License No. (TX): [License Number]
Date: [Date]

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SCHEDULE A: CAPITAL CONTRIBUTIONS & PERCENTAGE INTERESTS

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Verify Professional Licensing: Confirm that every proposed Member, Manager, or professional employee holds an active, unencumbered Professional License issued by the appropriate Texas licensing agency (e.g., Texas Medical Board, Texas State Board of Public Accountancy, State Bar of Texas).
2. Review and Customize Fillable Fields: Replace all bracketed placeholders (e.g., [Company Name], [Date], [Percentage]) with exact operational details. Ensure the professional service listed in Section 2.6 matches the exact language permitted by your governing Texas licensing board.
3. Execution by Members: Print and sign a physical or verifiable electronic copy of this Agreement for each Member. Ensure all Professional License numbers are accurately captured in the signature blocks and Schedule A.
4. Internal Records Maintenance: Retain an executed original of this Agreement at the Company’s principal place of business ([Street Address]) as required by the Texas Business Organizations Code. Provide a copy to each Member and the Company’s CPA.
5. State & Federal Compliance: Ensure the Company maintains an active EIN from the IRS, registers with the Texas Comptroller of Public Accounts for state franchise tax purposes, and files any mandatory annual reports or license renewals with the Texas Secretary of State and the relevant licensing board.