Texas LLC Operating Agreement

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

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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.
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)
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 2026-09-07. 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 — the percentages drive profits, votes and buy-outs. Multi-member LLCs should agree on the buy-out formula now, while everyone is friendly.

Review annually and whenever a member joins, leaves, marries, or the tax election changes. Keep it with the articles, 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.

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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.