Texas LLC Operating Agreement
Set out who owns your Texas LLC, who manages it, and how profits are split — and download a print-ready PDF. Single-member or multi-member. Free, no signup. The preview updates as you type.
Maintained by Rapi Stack · Every state-specific figure on this page is cited to its statute or official agency page · Dataset last verified 2026 · Not legal advice.
Texas LLC act rules · as of 2026
- Required by law?
- No — but strongly recommended
- Recognized form
- "'Company agreement' means any agreement, written, implied, or oral, of the members concerning the affairs or the conduct of the business of a limited liability company"; a single-member company agreement "is not unenforceable because only one person is a party" (§ 101.001(1))
- Governing act
- Texas Business Organizations Code (Title 3, Chapter 101)
Without an agreement: Profits and losses "shall be allocated to each member ... on the basis of the agreed value of the contributions made by each member" as stated in company records — Tex. Bus. Orgs. Code § 101.201. Source: Tex. Bus. Orgs. Code §§ 101.001(1), 101.052 · verify ↗.
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Why your Texas LLC needs this — even single-member
- It overrides the default rules. Without an agreement, the Texas Business Organizations Code (Title 3, Chapter 101) decides how profits are split and who can act for the company — not you.
- It protects limited liability. A written agreement is core evidence that the LLC is a real, separate entity.
- Banks and lenders ask for it. Opening a business account or getting a loan routinely requires it.
Texas law
No — Texas does not require an operating agreement (as of 2026): Not required. Texas calls it a "company agreement," not an operating agreement (Tex. Bus. Orgs. Code § 101.001(1)). § 101.052 makes the company agreement the governing document but is permissive: to the extent it does not otherwise provide, the statute's default rules govern the company's internal affairs. Definition amended by Acts 2023, 88th Leg. (SB 1514) to add "implied" agreements.. But without one, the default rules of the Texas Business Organizations Code (Title 3, Chapter 101) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: Tex. Bus. Orgs. Code §§ 101.001(1), 101.052. Check the current Texas LLC rules before relying on any default.
Frequently asked questions
Is an operating agreement required in Texas?
No — Texas does not require an operating agreement (as of 2026): Not required. Texas calls it a "company agreement," not an operating agreement (Tex. Bus. Orgs. Code § 101.001(1)). § 101.052 makes the company agreement the governing document but is permissive: to the extent it does not otherwise provide, the statute's default rules govern the company's internal affairs. Definition amended by Acts 2023, 88th Leg. (SB 1514) to add "implied" agreements.. But without one, the default rules of the Texas Business Organizations Code (Title 3, Chapter 101) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: Tex. Bus. Orgs. Code §§ 101.001(1), 101.052.
Does the operating agreement get filed with the state?
No. Unlike the formation certificate (articles of organization), the operating agreement is an internal document — you sign it, keep it with your records, and give each member a copy. Banks, lenders, and courts may ask to see it, but no Texas agency records it.
Can the agreement be oral in Texas?
Texas's statute recognizes: "'Company agreement' means any agreement, written, implied, or oral, of the members concerning the affairs or the conduct of the business of a limited liability company"; a single-member company agreement "is not unenforceable because only one person is a party" (§ 101.001(1)) (Tex. Bus. Orgs. Code §§ 101.001(1), 101.052). Even where oral or implied agreements count, put yours in writing — proving an oral term in a dispute between members is exactly the fight the document exists to prevent.
How does Texas compare? See which states actually require an operating agreement, every claim cited to the state LLC act.
How Texas compares
Computed from our 51-jurisdiction dataset (as of 2026). Source for Texas: Tex. Bus. Orgs. Code §§ 101.001(1), 101.052 ↗.
- Texas is one of 47 of 51 jurisdictions that leave the operating agreement optional (statutory default rules apply without one) (4 require an LLC to have an operating agreement).
The rest of what Texas requires
The figures below are Texas's, not national averages — each one is the value we verified for this state, with the statute it comes from. Follow a row to the full Texas page for that document.
- Security deposit cap · as of 2026
- No statutory limit Tex. Prop. Code §92.103 ↗
- Deposit return deadline · as of 2026
- 30 days after move-out Tex. Prop. Code §92.103 ↗
- Notice to end a month-to-month tenancy · as of 2026
- 30 days Tex. Prop. Code §92.103 ↗
- Notice for unpaid rent · as of 2026
- 3 days to pay or quit Tex. Prop. Code § 24.005; § 91.001 ↗
- Small claims limit · as of 2026
- $20,000 Tex. Gov't Code § 27.031; Tex. R. Civ. P. 500-507 ↗
- Where you file · as of 2026
- Justice Court (Justice of the Peace Court) · filing fee Set per county: $54 base filing fee under Tex. Loc. Gov't Code §118.121, plus service of citation (typically ~$75-$85 per defendant, set locally), so total upfront cost is commonly $130-$160. Confirm with the county's JP precinct clerk. Tex. Gov't Code § 27.031; Tex. R. Civ. P. 500-507 ↗
- Rental application fee · as of July 2026
- No statutory limit Texas Statutes ↗
- Bill of sale notarization · as of 2026
- Not required Texas DMV / DMV.ORG ↗
- Power of attorney signing · as of 2026
- Notarization required Tex. Est. Code §751.0021 (form §752.051) ↗
- Recording a deed · as of 2026
- County Clerk (Tex. Prop. Code § 12.001(b)(2); recording in the county where the land lies) · no witnesses Tex. Prop. Code § 12.001; § 5.021 (conveyance must be in writing, subscribed and delivered); § 13.006 (quitclaim/BFP rule) ↗
LLC operating agreement in other states
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