Texas LLC Operating Agreement (2026)
Learn what a Texas LLC operating agreement should cover in 2026, why banks and partners ask for it, and how it supports ownership and management.
LLC Route Editorial Team
Reviewed against official state and federal resources.
Updated July 27, 2026
Educational guide, not legal or tax advice.
In Texas, the LLC operating agreement is commonly called a company agreement. It is the internal document that governs ownership, management, voting, distributions, transfers, and records. It is not filed with the Secretary of State.
Educational note: This guide is for general informational purposes only. It is not legal, tax, accounting, or financial advice. Use qualified professionals for multi-member, investor, real estate, or high-value structures.
Quick answer
| Question | Practical answer |
|---|---|
| Common Texas term | Company agreement |
| Filed with Secretary of State? | No |
| State filing fee | $0 |
| Useful for single-member LLC? | Yes |
| Essential for multi-member LLC? | Yes |
| Should it match Certificate of Formation? | Yes |
What to decide
| Decision | Why it matters |
|---|---|
| Members | Defines ownership |
| Member-managed or manager-managed | Should match formation records |
| Capital contributions | Tracks money, property, or services |
| Voting | Controls decisions |
| Distributions | Handles cash payments |
| Tax classification | Helps align tax expectations |
| Transfers | Controls ownership changes |
| Dissolution | Explains shutdown process |
Single-member Texas LLC
A one-owner Texas LLC should still keep a written company agreement. It helps with:
- Bank account opening
- Internal records
- Owner authority
- Separation between owner and LLC
- Tax professional review
Multi-member Texas LLC
For two or more owners, a company agreement should cover:
- Ownership percentages
- Voting thresholds
- Manager authority
- Capital calls
- Profit and loss allocations
- Buyout rights
- Deadlock rules
- Tax representative
- Transfer restrictions
Common mistakes
Using “operating agreement” and forgetting Texas records
The title can say operating agreement, but Texas records and professionals often use “company agreement.” More important than the label is whether the content matches the LLC.
Not matching the management structure
If the Certificate says manager-managed, the agreement should define manager authority.
Leaving money rules vague
Define distributions, reimbursements, owner draws, and tax allocations.
Treating the agreement as a tax filing
IRS elections, franchise tax reports, and sales tax permits are separate.
Company agreement FAQ
Is a Texas company agreement filed with the state?
No. Keep it with internal company records.
Is it required?
Texas law recognizes company agreements. A written agreement is strongly recommended even when not filed.
Can I use a free template?
Maybe for a simple single-member LLC, but revise it to match Texas law, the Certificate of Formation, and actual ownership facts.
Does it replace the Public Information Report?
No. Comptroller reports are separate.
Official resources
- Texas Business Organizations Code: company agreement
- Texas Form 205 Certificate of Formation - LLC
- Texas Comptroller franchise tax reports
Related Texas LLC topics
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