As a business attorney who has drafted and reviewed hundreds of Texas LLC operating agreements over the past 12 years, I can tell you from first-hand experience: having a solid, customized LLC company agreement in Texas is the single most important step most new owners skip – and later regret. Even though Texas law does not require you to file your operating agreement with the Secretary of State (unlike your Articles of Organization), courts and the IRS will look to this document first when disputes arise or when you need to prove your LLC is truly separate from your personal assets.
In this guide I’m giving you my battle-tested, attorney-drafted Texas LLC operating agreement template completely free for 2025 – available in both member-managed and manager-managed versions, plus a specialized Texas series LLC operating agreement template for real-estate investors and others who want liability shields between properties.
Important Disclaimer: This template and article are for educational purposes only and do not constitute legal or tax advice. Laws change, and your situation is unique. Always have your final company agreement for LLC Texas reviewed by a licensed Texas attorney and your CPA before signing.
A Texas LLC operating agreement (sometimes called the “company agreement” under the Texas Business Organizations Code § 101.001) is the internal rulebook for your limited liability company. It governs:
Even single-member LLCs need one. The IRS has stated in multiple private letter rulings and during audits that a properly drafted operating agreement is critical evidence that your LLC is not a “disregarded entity” for asset-protection purposes (see IRS Rev. Rul. 2004-86 and numerous Texas court cases including Long Island Pipe Fabrication & Supply Corp. v. S & S Fire Suppression Sys., Inc., Texas 2018).
| Feature | Member-Managed | Manager-Managed |
|---|---|---|
| Best for | 1–5 owners who all actively run the business | Passive investors, real estate holdings, or when you want to bring in a professional manager |
| Default under Texas law | Yes (Tex. Bus. Org. Code § 101.251) | Must be explicitly elected in the company agreement |
| Day-to-day control | All members | Only designated managers |
| Typical use | Most small businesses, husband-wife LLCs | Investment LLCs, series LLCs, family offices |
In my experience, 85% of new Texas LLCs should start with a Texas LLC operating agreement member-managed template unless you have outside investors or plan to raise capital.
Click the links below to download my updated-for-2025 templates (Word .docx and PDF):
(Links are placeholders for your site – replace with actual download URLs.)
Texas no longer requires a narrow purpose statement in the Certificate of Formation (as of the 2023 amendments), but your operating agreement should still define permissible activities.
Be precise. The IRS looks at Treas. Reg. § 1.704-1(b) capital account maintenance rules when you claim special allocations.
Default Texas rule: per capita (equal per member), not proportional to ownership (Tex. Bus. Org. Code § 101.203). Override this in writing or you may accidentally give a 5% member 50% of the vote and profit.
Member-managed default: majority of percentage interest for ordinary decisions; unanimous for major decisions (selling substantially all assets, merging, amending agreement – see § 101.206).
My template includes a full right-of-first-refusal and forced buyout on divorce, death, or bankruptcy – the provisions that saved my clients millions in court.
Texas remains one of only a handful of states that statutorily recognize series LLCs (Tex. Bus. Org. Code § 101.601 et seq.). Each protected series needs its own sub-schedule with separate books, bank accounts, and operating provisions.
Include authority to elect partnership, S-corp, or C-corp taxation (IRS Form 8832/2553) and clarify who signs tax returns.
Default Texas rule: any member can force dissolution unless you contract out of it (§ 101.452). My template removes that right – critical for real-estate and investment LLCs.
No filing requirement, but Texas Business Organizations Code § 101.052 explicitly says the company agreement governs the LLC. Courts treat the absence of one as accepting all risky default rules.
Yes, but 2023–2025 legislative changes (especially HB 3608 affecting series LLCs) make generic online templates dangerous. Use an attorney-updated 2025 template like the one above.
No. Keep it private with your internal records (unlike your Articles of Organization LLC Texas Form 205 which is public).
Absolutely. See IRS Audit Technique Guide and cases like In re: Ashley Albright (Bankr. D. Colo. 2003) – single-member LLC without operating agreement lost veil protection.
After forming over 800 Texas LLCs and defending dozens in court, I can say with certainty: spending two hours customizing a proper Texas LLC operating agreement now will save you tens or hundreds of thousands later.
Download my free 2025 Texas LLC operating agreement template today, fill it out, have every member sign, and then – most importantly – take the finished document to your Texas attorney and CPA for final review. Your future self (and your bank account) will thank you.
Remember: This free template is a starting point, not a substitute for professional advice. Laws cited are current as of November 2025 per IRS.gov and the Texas Business Organizations Code.
Need help customizing your company agreement for LLC Texas? Drop your questions in the comments – I read every one.