Texas · Operating agreement
Texas LLC operating agreement
What Texas's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Texas operating agreementWhat Texas’s LLC act says
Texas calls the document a company agreement, not an operating agreement. Section 101.001 defines it as any agreement of the members about the affairs or business of the LLC. 4
In Texas a company agreement can be written, implied or oral. 4
What Texas’s act does not let an agreement change:
- Cannot unreasonably restrict a member's records rights 5
- Cannot waive the rule on prohibited distributions 5
One-member company. Texas says a company agreement of an LLC with only one member is not unenforceable just because one person is the only party to it (Section 101.001). 4
Not confirmed for Texas from an official source: whether a Texas agreement is filed with the state.
What happens with no agreement
When the agreement is silent, Texas looks at the certificate of formation. If it states the company has managers, they govern. If not, the members govern (Section 101.251). 2
Texas splits profits and losses by the agreed value of each member's contributions, as stated in the company's records, unless the agreement says otherwise (Section 101.201). 3
What the template covers in Texas
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
Texas’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form a Texas LLC
You form a Texas LLC by filing with Texas’s Secretary of State.
The Texas franchise tax report and Public Information Report are due May 15 every year. 6
Search the Texas business records at the Secretary of State before you file: Texas entity search.
The operating agreement for a Texas LLC is separate from the Texas formation filing.
Common questions
Is an operating agreement required for an LLC in Texas?
Texas does not tell an LLC to adopt a company agreement. Where the agreement is silent, the Business Organizations Code and Title 1 govern the company's internal affairs (Section 101.052). 1
Is there a Texas LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Texas LLC have an operating agreement?
Texas says a company agreement of an LLC with only one member is not unenforceable just because one person is the only party to it (Section 101.001). 4
Does a Texas operating agreement need to be notarized?
None of the Texas rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a Texas operating agreement, and is it filed?
We could not confirm from an official Texas source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with Texas’s Secretary of State. 7
Also in Texas
Sources 7 links, checked Sep 1, 2026 to Nov 13, 2026
- Texas LLC act, section 101.052 statutes.capitol.texas.gov, checked Nov 13, 2026
To the extent that the company agreement of a limited liability company does not otherwise provide, this title and the provisions of Title 1 applicable to a limited liability company govern the internal affairs of the company.
- Texas LLC act, section 101.251 statutes.capitol.texas.gov, checked Nov 13, 2026
the managers of the company, if the company's certificate of formation states that the company has managers …
- Texas LLC act, section 101.201 statutes.capitol.texas.gov, checked Nov 13, 2026
The profits and losses of a limited liability company shall be allocated to each member of the company on the basis of the agreed value of the contributions made by each member
- Texas LLC act, section 101.001 statutes.capitol.texas.gov, checked Nov 13, 2026
‘Company agreement’ means any agreement, written, implied, or oral, of the members concerning the affairs or the conduct of the business of a limited liability company.
- Texas LLC act, section 101.054 statutes.capitol.texas.gov, checked Nov 13, 2026
Except as provided by this section, the following provisions may not be waived or modified in the company agreement of a limited liability company …
- Texas franchise tax / Public Information Report comptroller.texas.gov, checked Sep 1, 2026
- Official state fee schedule for LLC filings direct.sos.state.tx.us, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Texas’s rules. It is not legal or tax advice.
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