Texas LLC Operating Agreement Template
Free 2026 operating agreement template for Texas LLCs. Single-member and multi-member versions, Texas-specific defaults, and an automated generator that creates your document in minutes.
Is an operating agreement required in Texas?
Strongly recommended (not legally required)
Texas Business Organizations Code §101.001-§101.621
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Without an operating agreement, Texas's LLC Act applies the following defaults:
- Member-managed unless otherwise stated in certificate
- Majority vote for most decisions
- Profit distribution per capital accounts
Texas-Specific Rules to Know
- Texas does not require an operating agreement, but recommended
- Agreement can modify most statutory default rules
- Texas LLCs taxed as corporations may owe margin tax (above $1.23M revenue)
Essential Sections for a Texas Operating Agreement
Formation Details
LLC name, filing date, Texas Articles of Organization reference, registered agent.
Members & Contributions
Member names, ownership percentages, capital contributions (cash, property, services), capital accounts.
Management
Member-managed vs manager-managed, decision-making thresholds, officer roles if applicable.
Allocations & Distributions
Profit/loss allocation rules, distribution timing + priorities, tax distributions for pass-through treatment.
Transfers & Dissociation
Restrictions on member transfers, right of first refusal, buyout on death/disability/withdrawal.
Dissolution
Events triggering dissolution, wind-up procedure, creditor payments, final distributions.
Indemnification
When and how members/managers are protected from personal liability for good-faith acts.
Amendments
How the agreement can be modified — unanimous consent is strongest; supermajority common.
FAQ
Is an operating agreement required in Texas?
Texas does not legally require an LLC operating agreement, but Texas does not require an operating agreement, but recommended. Banks, investors, and courts treat operating agreements as proof of entity legitimacy.
What should a Texas LLC operating agreement include?
Every operating agreement should cover: (1) member names and ownership percentages, (2) capital contributions, (3) management structure (member or manager-managed), (4) profit and loss allocation, (5) distribution rules, (6) voting thresholds, (7) transfer restrictions, (8) buy-sell provisions, (9) dissolution procedures, and (10) amendments process. State-specific: make sure to reference Texas Business Organizations Code §101.001-§101.621.
Can I use a free template for my Texas operating agreement?
Yes, a template is appropriate for single-member LLCs and simple multi-member LLCs in Texas. For complex situations (outside investors, multiple classes, unusual profit waterfalls, licensed professionals), pay a Texas attorney $500-$2,000 to draft a custom agreement. FormifyAI's free generator produces a solid baseline you can sign immediately.
Do single-member LLCs in Texas need an operating agreement?
Technically no, but single-member LLCs in Texas strongly benefit from an operating agreement. It establishes entity legitimacy (critical for veil-piercing defense), is typically required by banks for business accounts, clarifies successor planning, and may be required for S-Corp election paperwork. Don't skip it even as a sole member.
How is a Texas operating agreement different from Articles of Organization?
Articles of Organization (filed with the Texas Secretary of State) create the LLC legally. They're public record and minimal — name, agent, address. The operating agreement is INTERNAL, governs how members run the business, and is private. Think of Articles as your birth certificate and the operating agreement as your family's household rules.
Can I modify the default Texas LLC rules in my operating agreement?
Yes, Texas's LLC statute (Texas Business Organizations Code §101.001-§101.621) allows substantial customization. Default rules include: Member-managed unless otherwise stated in certificate; Majority vote for most decisions. Most of these can be changed in your operating agreement (except duty of good faith and fair dealing, which is inalterable). Use the default rules as a starting point and customize where your situation differs.
Generate your Texas operating agreement in minutes
FormifyAI's free generator produces a Texas-compliant operating agreement tailored to your members, management structure, and profit rules.