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Texas LLC Operating Agreement Template

Texas calls this document a company agreement, and the state doesn't require one in writing. Without it, the Business Organizations Code generally gives each member an equal vote regardless of ownership, which may surprise owners who invested unequally. A written agreement also lets you expand or restrict the duties members and managers owe, and Texas permits series LLCs as well.

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Texas rules to know

  • Company agreement is optional but wise

    Texas does not require a written company agreement, and it can generally be oral or written. Without one, the Texas Business Organizations Code fills the gaps, which may not match what the owners actually intended.

    Tex. Bus. Orgs. Code ch. 101; § 101.001

  • Defaults: one member, one vote

    Absent an agreement, each member generally has an equal vote regardless of ownership, while profits, losses and distributions follow the agreed value of contributions shown in company records. Management is by members unless the certificate of formation names managers.

    Tex. Bus. Orgs. Code §§ 101.201, 101.203, 101.251, 101.354

  • Duties can be expanded or restricted

    The company agreement may expand or restrict the duties, including fiduciary duties, that members and managers owe and the related liabilities. Whether duties can be eliminated entirely is less settled, so restrictions should be drafted carefully and clearly.

    Tex. Bus. Orgs. Code § 101.401

  • Franchise tax and PIR every May 15

    Texas LLCs are subject to the franchise tax. For 2026 reports, entities with revenue at or below $2.65 million owe no tax and no longer file a No Tax Due Report, but must still file a Public Information Report. Texas also permits series LLCs.

    Tex. Tax Code ch. 171; Texas Comptroller guidance; Tex. Bus. Orgs. Code § 101.601 et seq.

Last updated 2026-10-05

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Our Texas LLC Operating Agreement template as a Word document — a general starting point you fill in yourself. Sign in free to download it.

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What a llc operating agreement covers

  • Members, ownership percentages and capital contributions
  • Member-managed or manager-managed
  • Profit and loss allocation and distributions
  • Voting and major decisions
  • Transfers of membership interests and buyouts
  • Dissolution and winding up

Frequently asked questions

What does Texas law do if our LLC has no company agreement?
The Texas Business Organizations Code fills the gaps. Each member generally gets an equal vote regardless of ownership, while profits, losses and distributions follow the agreed value of contributions shown in company records. Management is by members unless the certificate of formation names managers. These defaults may not match what the owners actually intended.
Can a Texas company agreement eliminate fiduciary duties?
Texas lets the company agreement expand or restrict the duties, including fiduciary duties, that members and managers owe, along with the related liabilities. Whether duties can be eliminated entirely is less settled, so any restriction should be drafted carefully and clearly rather than relying on a broad, open-ended waiver.
Does a small Texas LLC still have to file anything for franchise tax?
Yes. Texas LLCs are subject to the franchise tax. For 2026 reports, entities with revenue at or below $2.65 million owe no tax and no longer file a No Tax Due Report, but they must still file a Public Information Report, due by May 15. Put that date on the company calendar.
Does a single-member LLC need an operating agreement?
Usually it isn't legally required, but it helps show the LLC is a separate business from you — which supports liability protection — and banks often ask for one.
What happens if we don't have one?
Your state's LLC statute fills the gaps with default rules on voting, profit splits and departures, which may not match what the members actually agreed.
Do I file the operating agreement with the state?
Generally no. It's an internal document the members keep, separate from the articles of organization filed with the state.

LLC Operating Agreement in other states

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