LLC Operating AgreementTexasContinue ↓

Texas LLC Operating Agreement (2026)

Single-member or multi-member operating agreement under your state's LLC act: ownership, management, capital, distributions, transfers and dissolution.

Updated September 2026≈ 9 minReviewed against Tex. Bus. Orgs. Code § 101.001 et seq. · Tex. Bus. Orgs. Code §§ 101.001 · Tex. Tax Code §§ 171.203, 171.002
ENESRU中文UZ
Free to fill & preview · $29 PDF + WordBlank PDF (free, no account)
Sample first page of the LLC Operating Agreement: title block and opening sections with blanks to fillView larger
What you'll get

Sample first page of the LLC Operating Agreement. Your answers fill in the blanks; the clauses required in Texas are added automatically.

  • PDF
  • Word
  • Print
Sample first page of the LLC Operating Agreement: title block and opening sections with blanks to fill

Sample first page of the LLC Operating Agreement. Your answers fill in the blanks; the clauses required in Texas are added automatically.

This preview updates as you type. Blank fields show as ____ .

What this document covers

  • Formation, name, purpose and registered agent
  • Tax classification (default, S corp, C corp)
  • Members, contributions and percentage interests
  • Capital accounts and additional contributions
  • Allocations, distributions and tax distributions
  • Member- or manager-managed; voting and major decisions
  • Duties, other activities and deadlock (50/50)
  • Liability and indemnification
  • Transfers, right of first refusal and buy-out events
  • Withdrawal, dissolution, Schedule A and spousal consent

Texas rules that this document follows

LLC statuteTexas Business Organizations Code, Title 3 (Limited Liability Companies)Source: Tex. Bus. Orgs. Code § 101.001 et seq.
Formation document / filing officeCertificate of Formation — Texas Secretary of State (the statute calls this document a "company agreement")
Operating agreement required?Not required by statute, but strongly recommended (may be oral; written is far safer)Source: Tex. Bus. Orgs. Code §§ 101.001(1), 101.052 (company agreement may be written or oral)
Formation fee$300.00
Annual report$0.00 — Public Information Report with franchise tax report due May 15 (no fee; no tax if revenue ≤ $2.65 million for 2026 reports)Source: Tex. Tax Code §§ 171.203, 171.002
State LLC / franchise taxFranchise (margin) tax 0.375% (retail/wholesale) or 0.75% on margin; no tax due if annual revenue ≤ $2,650,000 (2026 report year) but PIR still required (Tex. Tax Code ch. 171)
Community propertyYes — a married Member's spouse may own half of the interest; the Spousal Consent page is generated for married Members
Duty-of-loyalty waiverMay be limited only if not manifestly unreasonable; competing activities require disclosureSource: Tex. Bus. Orgs. Code §§ 101.354 (each member/manager has equal vote), 101.201 (distributions per agreed value of contributions), 101.112 (charging order exclusive remedy incl. single-member)
Charging order exclusive remedy (SMLLC)yesSource: Tex. Bus. Orgs. Code §§ 101.354 (each member/manager has equal vote), 101.201 (distributions per agreed value of contributions), 101.112 (charging order exclusive remedy incl. single-member)

Rules current as of 2026-10-27. Statutes change; verify before relying on them.

How to use this LLC Operating Agreement in Texas

Sign the agreement as soon as the LLC is formed and before opening the bank account. Fill Schedule A with actual contributions and percentages — they drive profits, votes and buy-outs. Multi-member LLCs should agree on the buy-out formula now, while everyone is friendly; two 50/50 members get an automatic deadlock clause.

If you elect S-corporation status, keep every distribution strictly pro rata — a single disproportionate distribution can terminate the election.

Review annually and whenever a member joins, leaves, marries, or the tax election changes. Keep it with the Certificate of Formation, EIN letter and annual report receipts.

Frequently asked questions

Is an operating agreement required in Texas?

Not by statute (Tex. Bus. Orgs. Code §§ 101.001(1), 101.052 (company agreement may be written or oral)). Banks, investors and courts expect a written agreement, and a single-member LLC without one is easier to pierce.

What are the ongoing state fees for an LLC in Texas?

Annual/periodic report: $0.00 (Public Information Report with franchise tax report due May 15 (no fee; no tax if revenue ≤ $2.65 million for 2026 reports); Tex. Tax Code §§ 171.203, 171.002). Franchise (margin) tax 0.375% (retail/wholesale) or 0.75% on margin; no tax due if annual revenue ≤ $2,650,000 (2026 report year) but PIR still required (Tex. Tax Code ch. 171).

Does the operating agreement get filed with the state?

No. It is an internal document. Keep the signed original with the Company records; banks and the IRS may ask for a copy.

Why does it ask whether a member is married?

Texas is a community-property state: a spouse generally owns half of a membership interest acquired during marriage. Without a signed Spousal Consent the transfer restrictions and buy-out terms do not bind the spouse, and a divorce court can award part of the interest.

Other names

  • single member LLC operating agreement
  • multi-member operating agreement
  • LLC agreement
  • company agreement
  • LLC bylaws
  • limited liability company agreement
  • operating agreement template
  • member-managed LLC agreement

Related documents

Other states

FormsByState provides self-help document templates and general information, not legal advice. We are not a law firm. For advice about your situation consult a licensed attorney in your state.