Texas LLC Operating Agreement PDF
Texas at a glance: Statutory Name: Company Agreement · Governing Law: Tex. Bus. Org. Code § 101.052 · Profit Allocation Default: Pro-rata based on capital value (unlike many states)
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LLC Operating Agreements in Texas
In Texas, the operating agreement is legally referred to as a **Company Agreement** and is governed by Chapter 101 of the Texas Business Organizations Code (BOC § 101.052).
While a written Company Agreement is not filed with the Texas Secretary of State, it is highly recommended to override the default provisions of the BOC, which otherwise dictate that profits, losses, and voting rights are divided equally among all members regardless of capital contributed.
Texas LLC Operating Agreement — Quick Reference
| Requirement | Texas Rule |
|---|---|
| Statutory Name | Company Agreement |
| Governing Law | Tex. Bus. Org. Code § 101.052 |
| Profit Allocation Default | Pro-rata based on capital value (unlike many states) |
| Filing Fee | $300 (Certificate of Formation) |
Texas Legal Requirements
- Governs the internal affairs of the LLC, member relationships, and manager duties.
- Cannot eliminate a member's right to inspect books and records under BOC § 101.502.
Texas Governing Laws
Read the full text of these laws at Cornell Law School's Texas legal resources or your state legislature's official website.