TX · LLC-OP-AGMT · Updated July 2026 · Free
Texas LLC Operating Agreement
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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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Overview
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.
Key Facts
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) |
Legal Requirements
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.
Governing Laws
Texas Governing Laws
Tex. Bus. Org. Code § 101.052
Company Agreement
Regulates the formation, scope, and enforceability of the company agreement.
Tex. Bus. Org. Code § 101.502
Inspection of Records
Guarantees members the right to inspect LLC financial records and tax filings.
Read the full text of these laws at Cornell Law School's Texas legal resources or your state legislature's official website.
Questions & Answers
Texas LLC Operating Agreement — Frequently Asked Questions
What is the default profit distribution rule in Texas?
Under Texas BOC § 101.201, default distributions are made on the basis of the agreed value of the contributions made by each member, unless specified otherwise in the Company Agreement.
Can a Texas Company Agreement limit liability?
Yes. Texas BOC § 101.401 permits the company agreement to limit or eliminate member/manager liability for breach of duty, except for bad faith or willful misconduct.