Texas-Specific

Texas LLC Operating Agreement Template

Download a llc operating agreement template specific to Texas law. Includes state-mandated provisions, required language, and compliance with Texas statutes.

Texas LLC Operating Agreement Laws and Requirements

An LLC operating agreement in Texas defines how your limited liability company is managed, how profits are distributed among members, and what happens if a member leaves or the company dissolves. In Texas, an LLC operating agreement is not legally required but strongly recommended for maintaining liability protection. The default rules are governed by Texas Business Organizations Code Chapter 101.

Without an operating agreement, Texas's default LLC statutes govern your business — and these default rules rarely align with what members actually intend. For example, default rules may require equal profit-sharing regardless of capital contributions, allow any member to bind the company, or impose restrictive dissolution triggers. A properly drafted operating agreement overrides these defaults. Texas also offers series LLCs, which available under BOC §101.601 — allows separate series with distinct assets and liabilities. Use our LLC operating agreement generator to create a Texas-compliant agreement.

Texas LLC Operating Agreement Requirements

Legal requirement: An operating agreement in Texas is not legally required but strongly recommended for maintaining liability protection.

Governing statute: Texas Business Organizations Code §101.052 provides the default rules when no operating agreement exists.

Filing: The operating agreement is an internal document — it is not filed with Texas's Secretary of State.

Series LLC: Series LLCs are available under BOC §101.601 — allows separate series with distinct assets and liabilities.

Annual compliance: annual franchise tax report (Public Information Report) due May 15

Management structure: The operating agreement must specify whether the LLC is member-managed or manager-managed under Texas law.

Single-member LLCs: Even single-member LLCs in Texas should have an operating agreement to demonstrate separation between personal and business assets.

Related Business Formation Documents for Texas

Depending on your situation in Texas, you may also need:

Complete Your Texas Legal Document Package

A llc operating agreement is often one part of a larger legal need. Based on common Texas requirements, you may also need:

Texas LLC Operating Agreement FAQ

Does Texas require an LLC operating agreement?
In Texas, an LLC operating agreement is not legally required but strongly recommended for maintaining liability protection. Banks typically require a copy before opening a business account, and courts look for one when determining whether the LLC's limited liability should be upheld.
What should a Texas LLC operating agreement include?
A Texas LLC operating agreement should include: member names and ownership percentages, capital contributions, profit and loss distribution, management structure (member-managed vs. manager-managed), voting rights and procedures, transfer restrictions, dissolution procedures, and dispute resolution. Our LLC operating agreement generator covers all required provisions for Texas.
Does a Texas LLC operating agreement need to be filed with the state?
No. An LLC operating agreement is an internal governance document and is not filed with Texas's Secretary of State. You must keep it with your company records. The document you file with the state is the Articles/Certificate of Organization, which is separate from the operating agreement.
Can a single-member LLC in Texas operate without an operating agreement?
Technically, a single-member LLC can operate without one in most states, but this significantly weakens your liability protection. Without an operating agreement, courts may find that you and the LLC are indistinguishable ("piercing the corporate veil"), making your personal assets vulnerable to business liabilities. A single-member operating agreement takes minutes to create and provides essential legal protection.
What happens if a Texas LLC has no operating agreement?
Without an operating agreement, Texas's default LLC statute governs your business. Default rules often impose equal profit-sharing regardless of capital contributions, allow any member to bind the company, and may trigger dissolution if a member departs. These defaults rarely match what business owners intend. Create a custom agreement with our Texas LLC operating agreement generator.

Key LLC Operating Agreement Terms in Texas

LLClimited liability companyoperating agreementmembermanagercapital contributionprofit distributiondissolutionarticles of organizationseries LLCpiercing the corporate veil

LLC Operating Agreement Templates by State

Get Your Texas LLC Operating Agreement

Generate a professional, Texas-compliant llc operating agreement tailored to your situation. AI-generated for speed or attorney-written for personalized drafting.

Attorney-Verified Document: This Texas-specific template has been drafted and reviewed by licensed attorneys to ensure compliance with Texas law. Laws change periodically — our legal team monitors legislative updates to keep templates current. For complex matters, we recommend consulting a licensed Texas attorney. Legal Tank is not a law firm and use of our platform does not create an attorney-client relationship.

Reviewed by licensed attorneys · Editorial policy · Last updated March 2026