-
Texas LLC Operating Agreement Template – Download & Customize
Organizing the LLC in Texas provides the opportunity for a flexible form of governance and a high level of liability. After the certificate of formation is issued, a company agreement is the next important internal document. This agreement defines the manner in which your LLC will be used, division of authority and financial and managerial decisions to make in the long run. It turns into a blueprint of business stability in the long term.
How Texas Structures an LLC’s Internal Rules?
The document is called a company agreement by Texas and rules which govern it can be found in the Business Organizations Code (BOC), Chapter 101.
Your contract may be in writing, oral or implied through action, which gives it a wide latitude concerning the various business formations, such as a single-member business formation.
In case you do not put your own terms, the gaps are automatically filled in by Texas defaults. Written version will prevent misunderstanding and provide clarity and control of your company.
Outlining Management and Internal Operations
Your company agreement helps unify expectations across the organization. Key elements often include:
Roles and authority of members or managers
How financial contributions and distributions work
Voting methods and approval thresholds
Rules for adding or exiting members
Processes for resolving disputes
Steps for winding up the business
Capturing this information ensures your team stays aligned as the company grows.
Management Models Available to Texas LLCs
Texas lets LLCs structure their leadership in multiple ways:
Member-Directed Model
Every owner is involved in daily activities. Ordinary operation decisions are made collectively. All the members usually enjoy an equal voting right except where varied in the agreement.
Manager-Directed Model
Managers deal with operations and daily decisions. Members concentrate on top-level approvals. Leadership roles should be based on agreement standards and BOC standards.
Such structures also allow Texas business owners the liberty of aligning management style with their business needs.
Key Areas Every Texas Company Agreement Should Address
Good consent is used to maintain the business in a compliant order. Significant topics to discuss are:
Percentages needed in order to take major actions.
How the changes in the agreement will be accommodated.
Capital contribution regulations.
Percentages of ownership and distribution plans.
Admission of new members
Movement of persons and procedures.
By addressing them at the outset, internal uncertainty is avoided and offers a clear direction on decision-making.
Voting Standards and Decision-Making Defaults
When no customized voting rules are included, Texas defaults apply:
Typically standard actions are approved by a majority of the members (per-capita).
Major decisions, including restructuring or going into big deals, might require a wider approval.
In your company agreement these defaults may be overridden by a number of them.
Since Texas allows a high degree of contractual freedom, firms tend to shape voting regulations to fit their design.
Duties, Conduct Standards, and Recent Texas Updates
Texas gives LLCs unusual flexibility regarding fiduciary duties:
Duties can be limited, expanded, or redefined
After the May 2025 amendment, certain fiduciary duties may even be eliminated if stated clearly
The implied covenant of good faith may still apply through contract or agency law
When drafting duty-related language, precision is essential to remain within Texas’s non-waivable protections under BOC §101.054.
Articles, Records, and Filing Status
Texas does not require company agreements to be filed with the Secretary of State.
Only the certificate of formation is submitted during creation
The company agreement remains a private internal document
Amendments and updates stay within your business records
Keeping the agreement internal provides privacy while allowing full customization.
Series LLCs and Additional Flexibility
Texas supports both traditional series and registered series structures.
Your agreement can:
Establish separate series
Determine assets and responsibilities of each series.
Internal liability protection set rules.
In case of a registered series, you have to submit extra documents and adopt the necessary naming format. The contract must outline standards of operational separation and recordkeeping to give legal protection.
When to Update Your Company Agreement?
Plan to revise your agreement when your business experiences changes such as:
Adding new owners
Adjusting voting rights
Restructuring management
Revising distribution formulas
Expanding into new activities
Preparing for dissolution or reorganization
Keeping the agreement updated helps maintain accuracy and legal clarity.
Why Every Texas LLC Should Maintain a Written Agreement?
Even though Texas does not mandate a written version, keeping one in place is a best practice. It helps:
Clarify authority and financial arrangements
Protect members during disputes
Demonstrate structure to banks and investors
Ensure internal decisions follow your chosen framework
It also allows you to take full advantage of Texas’s broad contractual freedom.
Frequently Asked Questions
1. Does Texas have a company agreement needed?
No, but the existence of one empowers your LLC.
2. Should single-member LLCs require one?
Surely, a one-member deal may safeguard personal property and establish roles.
3. Does it file an agreement with the state?
No, it stays with your internal records.
4. Can we eliminate fiduciary duties?
After the 2025 update, yes—if done clearly and within the non-waivable limits.
5. Can we change default voting rules?
Absolutely. Texas allows extensive customization as long as statutory boundaries are respected.
Download Your Texas Company Operating Agreement Template
This LLC agreement is a Texas company agreement that is editable and helps establish ownership, responsibilities, decision making and financial provisions of your LLC. You can download it here, customize it and store it as a part of your company's internal records, establishing a robust and compliant base of your business.