Texas Operating Agreement Form – Downloadable Template 

Texas LLC Operating Agreement Template

Form your Texas LLC the right way with a professionally drafted Texas Operating Agreement template that complies with the Texas Business Organizations Code, Tex. Bus. Orgs. Code §§ 101.001 through 101.621. This editable Word and PDF template gives single-member LLCs, multi-member partnerships, and Texas Series LLCs a complete legal foundation in minutes — without a $1,500 attorney bill. Instant download for $14.97.

Why Every Texas LLC Needs an Operating Agreement

Texas refers to the operating agreement as a "company agreement" under Tex. Bus. Orgs. Code § 101.001. While Texas does not require the company agreement to be filed with the state, the Business Organizations Code treats it as the binding contract that governs your company's internal affairs. Without one, default state rules apply — and those defaults rarely match what business owners actually want.

Banks routinely request a copy of your company agreement before opening a business account. Investors, lenders, and acquirers will ask for it before any meaningful transaction. Texas courts look first to the company agreement to resolve disputes among members. A properly drafted agreement protects your limited liability, defines who owns what, controls how profits are split, and establishes what happens if a member leaves, dies, or is sued.

This template gives you all of that, drafted to take maximum advantage of Texas's business-friendly LLC framework — including optional Series LLC provisions for owners who want to segregate assets within a single entity.

What Is Included in the Download

When you complete checkout, you receive an instant download containing:

The Texas LLC Operating Agreement in Microsoft Word (.docx) format, fully editable in Word, Google Docs, Pages, or LibreOffice. The same agreement in print-ready PDF format, ready for signature. Schedule A for listing members, addresses, capital contributions, and ownership percentages. Schedule B for designating managers in manager-managed LLCs. Optional Series LLC election language under Tex. Bus. Orgs. Code § 101.601. A single-member adaptation guide that converts the template into a sole-owner LLC in minutes. A Texas compliance checklist covering the annual Public Information Report and Franchise Tax Report filed with the Texas Comptroller, the no-tax-due threshold, registered agent requirements, and federal Beneficial Ownership Information reporting. Plain-English drafting notes and a legal glossary.

The agreement runs approximately 22 pages of formatted, attorney-style language built specifically for Texas law.

What the Agreement Covers

The template is organized into ten articles plus signature pages and schedules, mirroring the structure used by Texas business attorneys.

Article I covers company formation, name, principal office, registered office and registered agent, business purpose, perpetual duration, and the effective date of the agreement.

Article II addresses members, membership interests, the limitation on member liability under Tex. Bus. Orgs. Code § 101.114, member information rights, admission of new members, and authority to bind the company.

Article III governs initial capital contributions, additional contributions, capital accounts, member loans, and the separation of company and personal assets that is essential to preserving limited liability.

Article IV controls allocations of profits and losses, distributions, in-kind distributions, tax distributions to cover members' federal income tax on pass-through income, and the solvency limitations on distributions under Tex. Bus. Orgs. Code § 101.206.

Article V establishes the management structure with both member-managed and manager-managed options under Tex. Bus. Orgs. Code § 101.251, voting rights, major decisions requiring unanimous consent, meeting procedures, and officer appointments.

Article VI handles transfer restrictions, permitted transfers to family and trusts, the right of first refusal, charging order protection under Tex. Bus. Orgs. Code § 101.112, and the company's option to buy out a member's interest upon death, disability, or bankruptcy.

Article VII covers books and records, member inspection rights, fiscal year, federal tax classification options, Texas compliance, and banking requirements.

Article VIII provides indemnification and limitation of liability for members, managers, and officers to the fullest extent permitted by Texas law.

Article IX governs dissolution events, winding up, the order of distribution upon termination, and the filing of a Certificate of Termination with the Texas Secretary of State.

Article X handles general provisions including governing law, Texas venue, dispute resolution, amendment procedures, electronic signatures under the Texas Uniform Electronic Transactions Act, and confidentiality.

Why Texas Is One of the Best States for an LLC

Texas has built one of the most aggressive pro-business LLC frameworks in the country, and unlike most states, Texas stacks three distinct advantages that rarely appear together.

No state personal income tax. Texas is one of just nine states with zero personal income tax. LLC members taxed as partnerships, disregarded entities, or S corporations pass income through to their federal returns only — Texas takes nothing at the individual level.

Series LLC available. Tex. Bus. Orgs. Code § 101.601 authorizes the Series LLC structure, allowing a single Texas LLC to contain multiple internally segregated series, each with its own assets, liabilities, and members. Texas was an early adopter and remains one of about 18 states that authorize Series LLCs. This structure is widely used by Texas real estate investors who want to keep multiple properties under one entity while isolating liability between them. The optional Series provisions in this template are ready to activate when you need them.

No annual report fee. Texas does not charge a separate annual report fee. Instead, every Texas LLC files annual reports directly with the Texas Comptroller of Public Accounts, and the great majority of small LLCs owe nothing under the no-tax-due threshold.

Charging order protection under Tex. Bus. Orgs. Code § 101.112 makes the charging order the exclusive remedy available to a judgment creditor pursuing a member's interest. The creditor cannot foreclose, cannot force a sale, and cannot step into the member's voting or management role.

Texas does not require members or managers to be disclosed in public filings beyond the registered agent and basic organizational information, providing meaningful operational privacy. The state's strong court system, large economy, and major business hubs in Houston, Dallas-Fort Worth, Austin, and San Antonio make Texas LLCs attractive for entrepreneurs, real estate investors, and family businesses.

Texas Series LLC — A Powerful Option for Real Estate and Asset Holders

Texas was one of the first states to authorize the Series LLC, and for the right business owner it is one of the most powerful structures available.

A Series LLC is a single LLC that can establish multiple internal "series," each treated as a separate legal compartment for liability purposes. One series can own a rental property in Houston, another can own a property in Austin, and a third can hold a vehicle fleet — and under Tex. Bus. Orgs. Code § 101.602, the debts and obligations of one series generally cannot reach the assets of another series, provided the LLC complies with statutory record-keeping and notice requirements.

For real estate investors, this means one filing with the Secretary of State, one registered agent, and one annual Comptroller filing — instead of forming a separate LLC for every property. The cost savings and administrative simplicity are substantial.

This template includes optional Series LLC election language, drafted to comply with the Texas Series LLC statute. If you are forming a standard Texas LLC, simply leave those sections out. If you are forming a Series LLC, the language is ready to activate.

Who This Template Is For

This Texas Operating Agreement template is the right fit for entrepreneurs forming a new Texas LLC, single-member owners running consulting practices, freelance businesses, or content companies, multi-member partnerships and joint ventures, real estate investors holding Texas rental property (especially those considering the Series LLC structure), holding companies and family-owned businesses, and online business owners in e-commerce, SaaS, dropshipping, or digital services who are based in or doing business in Texas.

If you have already filed a Certificate of Formation with the Texas Secretary of State and now need a bank-acceptable company agreement to open a business checking account, this template will get you there today.

How to Use the Template

Open the Word file in Microsoft Word, Google Docs, Pages, or LibreOffice. Use Find and Replace to locate every bracketed placeholder — items like [FULL LEGAL NAME OF LLC], [EFFECTIVE DATE], and [REGISTERED AGENT NAME] — and replace each with your actual information. Strike through any optional sections that do not apply, such as the Series LLC provisions if you are not forming a Series, or Schedule B if your LLC is member-managed. Save the completed file, print, sign, and store a copy with your other LLC formation documents.

The template is ready to use immediately. No software installation, no subscription, and no waiting on legal review.

Texas Annual Compliance at a Glance

Even with a perfect company agreement in hand, Texas LLCs have ongoing state obligations every owner needs to track. Your compliance checklist covers all of them.

Texas LLCs do not file an annual report with the Secretary of State and do not pay a separate annual report fee. Instead, every Texas LLC files annually with the Texas Comptroller of Public Accounts.

The annual Public Information Report (PIR) is filed with the Texas Comptroller by May 15 each year. The PIR identifies the LLC's officers, directors, managers, and registered agent. Filing is required regardless of whether the LLC owes franchise tax.

The Texas Franchise Tax Report is also filed by May 15 each year. The great majority of small LLCs fall under the no-tax-due threshold and owe zero franchise tax — they simply file the report. For 2024 and 2025 reports, the no-tax-due threshold is annualized total revenue of $2.47 million. LLCs above the threshold pay a low rate (currently 0.375 percent for retail and wholesale, 0.75 percent for most other businesses) on a calculated taxable margin.

Texas LLCs must continuously maintain a registered agent with a Texas street address. The registered agent receives service of process and official state correspondence. Failure to maintain a registered agent is grounds for involuntary termination by the Secretary of State.

Federal Beneficial Ownership Information (BOI) reporting is filed with FinCEN, free at fincen.gov, generally within 30 days of formation. Penalties for missing BOI reporting can reach $500 per day.

The compliance checklist included with your download lays each of these out with deadlines and filing links so nothing falls through the cracks.

Done-For-You Preparation Available

Prefer to have the agreement filled out for you? Noble Notary & Legal Document Preparers offers full preparation service for $225, including custom completion, member coordination, and final document delivery. After purchase, email gracie.sias32@gmail.com with the subject line "Texas Operating Agreement Prep" to upgrade.

For business owners who want to learn the full LLC formation process from formation through bank account opening, use coupon code 10BUCKSOFF for $10 off the LLC Formation Course at mark-sias.mykajabi.com.

Specifications

Format: Microsoft Word (.docx) and PDF. Length: approximately 22 formatted pages. Compatibility: Word, Google Docs, Pages, LibreOffice. Statute references: Texas Business Organizations Code, Tex. Bus. Orgs. Code §§ 101.001 through 101.621, current through 2026. Delivery: instant digital download after checkout. License: single-business use, not for resale or redistribution.

Frequently Asked Questions

Is a Texas operating agreement legally required? Texas does not require you to file a company agreement with the state, but the Texas Business Organizations Code recognizes the company agreement as the binding contract that governs your LLC. Banks, investors, and courts will all expect to see one, and operating without a written agreement leaves you exposed to default state rules that may not reflect your actual intentions.

What does Texas call an operating agreement? Texas calls it a "company agreement" under Tex. Bus. Orgs. Code § 101.001. The terms are functionally identical — most business owners and banks still call it an operating agreement, and this template uses both terms interchangeably so it works in any context.

Will this work for a single-member LLC? Yes. The template includes a single-member adaptation guide that walks you through which sections to keep, which to strike, and how to set Schedule A for sole ownership.

Does this include Series LLC language? Yes. Optional Series LLC provisions under Tex. Bus. Orgs. Code § 101.601 are included and clearly labeled. Activate them if you are forming a Series, or strike them if you are not.

How much does it cost to keep my Texas LLC active each year? Texas does not charge an annual report fee. The Public Information Report and Franchise Tax Report are filed annually with the Texas Comptroller by May 15 — most small LLCs owe zero franchise tax under the no-tax-due threshold. You will also need to maintain a registered agent.

Can I edit the document myself? Yes. The Word file is fully editable. Every customizable field is marked with a bracketed placeholder.

Do I need to file this with the Texas Secretary of State? No. Company agreements are internal documents and are not filed with the state. Only the Certificate of Formation (initial filing) and annual filings to the Texas Comptroller are required.

Is this a substitute for an attorney? No. This template is a starting point built on standard Texas LLC provisions. If your LLC will hold significant assets, take outside investment, operate in a regulated industry, or involve members with conflicting interests, consult a Texas-licensed attorney before signing — particularly if you are forming a Series LLC, where ongoing record-keeping and notice requirements are critical to preserving inter-series liability protection.

Important Legal Disclaimer

This template is provided for educational and informational purposes only and is not a substitute for personalized legal advice. Mark Sias and Noble Notary & Legal Document Preparers are nonlawyer document preparers based in Florida; purchase and use of this template does not create an attorney-client relationship. Texas LLC law is governed by the Texas Business Organizations Code, Tex. Bus. Orgs. Code §§ 101.001 through 101.621, and is subject to amendment. Tax classification choices have major financial consequences — consult a CPA or tax attorney before electing partnership, disregarded entity, S corporation, or C corporation treatment, and before relying on any Texas tax planning. Texas franchise tax thresholds and rates are subject to change — verify current figures at comptroller.texas.gov before filing. All sales of digital products are final. Not affiliated with or endorsed by the Texas Secretary of State, the Texas Comptroller of Public Accounts, or any government authority.

Get Your Texas LLC Operating Agreement Today

Skip the attorney appointment, skip the $1,500 invoice, and get a complete, professionally drafted Texas LLC Operating Agreement delivered to your inbox in seconds.