Free Texas LLC Operating Agreement: Complete Legal Template
Define ownership and operating procedures of an LLC
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LLC OPERATING AGREEMENT State of Texas This Operating Agreement is made on [DATE] by the Members of: LLC NAME: [LLC NAME], LLC State of Formation: Texas Date of Formation: [DATE] Principal Office: [ADDRESS], TX [ZIP] ARTICLE I — MEMBERS AND CONTRIBUTIONS Member 1: [NAME] — Ownership: [PERCENTAGE]% — Capital Contribution: $[AMOUNT] Member 2: [NAME] — Ownership: [PERCENTAGE]% — Capital Contribution: $[AMOUNT] ARTICLE II — MANAGEMENT This LLC shall be managed by: [ ] Members [ ] Designated Manager(s) Manager(s): [NAME(S)] ARTICLE III — DISTRIBUTIONS Profits and losses shall be allocated in proportion to each Member's ownership interest. ARTICLE IV — VOTING Each Member shall have voting rights proportional to their ownership percentage. Major decisions require [PERCENTAGE]% approval. ARTICLE V — TRANSFER OF INTEREST No Member may transfer their interest without [UNANIMOUS/MAJORITY] consent of the other Members. ARTICLE VI — DISSOLUTION The LLC shall dissolve upon: (a) unanimous vote, (b) court order, or (c) as required by Texas law. This agreement is governed by Texas LLC Act (TX Statutes). MEMBER SIGNATURES: Member 1: _____________________ DATE: _____ Member 2: _____________________ DATE: _____
Where to File Your LLC Operating Agreement in Texas
Visit your local County Clerk office to file or notarize your LLC Operating Agreement.
Harris County Clerk
Houston
201 Caroline St, Houston, TX 77002
Dallas County Clerk
Dallas
509 Main St, Dallas, TX 75202
Bexar County Clerk
San Antonio
100 Dolorosa, San Antonio, TX 78205
Travis County Clerk
Austin
5501 Airport Blvd, Austin, TX 78751
Texas LLC Operating Agreement Requirements
Review the following requirements to ensure your LLC Operating Agreement is legally valid in Texas.
Texas Notarization
While notarization may not be required in Texas, it is recommended. Fees range from $6-$10.
Before You Sign
Review all information carefully. In Texas, a 6.25% sales tax may apply.
Legal Protection
Keep copies of all signed documents. Texas law requires all parties to receive copies of executed documents.
Texas Filing Deadlines
Check Texas deadlines for filing or recording this document with the appropriate county clerk's office.
FAQ: LLC Operating Agreement in Texas
Is a LLC Operating Agreement required in Texas?
Yes, in Texas, a LLC Operating Agreement is required for most transactions of this type. Under Texas Business Organizations Code § 101, the document must include all parties' information, be signed, and witnessed by at least one individual. Failure to use a proper LLC Operating Agreement may result in legal complications.
Does a LLC Operating Agreement need to be notarized in Texas?
Notarization requirements in Texas (TX) vary by transaction type. Notary fees in the state typically range from $6-$10. While not always mandatory, notarization adds an extra layer of legal protection and is recommended for high-value transactions.
What are the tax implications of a LLC Operating Agreement in Texas?
Texas has a base sales tax rate of 6.25%. Depending on the type of transaction documented in your LLC Operating Agreement, additional local taxes may apply. Consult with a Texas tax professional for specific guidance on your situation.
Is an operating agreement required for an LLC?
Requirements vary by state. Some states like New York and California require an operating agreement, while others don't. However, having one is strongly recommended for all LLCs to define member rights, protect limited liability, and prevent disputes.
Can a single-member LLC have an operating agreement?
Yes, and it's highly recommended. A single-member LLC operating agreement helps maintain the separation between personal and business assets, which is essential for preserving limited liability protection.
What happens if an LLC doesn't have an operating agreement?
Without an operating agreement, your LLC is governed by your state's default LLC laws, which may not align with your preferences. This can lead to disputes, loss of liability protection, and unfavorable default rules for profit sharing and management.
Sarah Mitchell, J.D.
Legal Document Specialist
Licensed Attorney, 15+ years experience
Specializes in contract law and legal document preparation
This LLC Operating Agreement template for Texas has been reviewed for accuracy and legal compliance.
Last reviewed: March 2026
LLC Operating Agreement Costs in Texas
Estimated fees and processing times
| Fee Type | Cost | Notes |
|---|---|---|
| Notary Fee | $5-$15 (if required) | Texas standard rate: $6-$10 |
| Filing Fee | Varies by state | State registration (if applicable) |
| Processing Time | 1-3 business days | Typical turnaround in Texas |
| Sales Tax | 6.25% | Texas base rate (local taxes may apply) |
| Witness Requirement | 1 witness | Single witness sufficient |
| Our Template | FREE | Download instantly, no cost |
Texas LLC Operating Agreement Legal Guide
For residents of Texas, ensuring this form is compliant with state-specific requirements is a top priority for legal validity.
Pursuant to Texas Business Organizations Code § 101 in Texas, this LLC Operating Agreement must meet specific criteria. The applicable sales tax is 6.25%. Notarization, which costs $6-$10 in TX, may be required depending on the transaction type. 1 witness is needed.
Ensure your transaction is legally sound in Texas with this expertly crafted, state-compliant template.
Step-by-Step Process
1. **Download the template** — Our Texas-specific form includes all fields required by TX law.
2. **Enter your information** — Fill in names, addresses, dates, and transaction details accurately.
3. **Review carefully** — Double-check all entries against your source documents.
4. **Sign and witness** — Execute the document according to Texas's signature requirements.
5. **Notarize if needed** — Some Texas transactions require notarization.
6. **File or distribute** — Provide copies to all parties and file with the appropriate Texas office if required.
Enforceability in Texas
A LLC Operating Agreement that meets all TX requirements is fully enforceable in Texas. Courts in Texas have consistently upheld documents that demonstrate clear intent, proper execution, and compliance with state formalities. Keep your original signed copy in a secure location.
Pro Tips for Texas Residents
- **Use blue or black ink** when signing physical copies in Texas
- **Keep digital backups** of all signed documents
- **Check for local county requirements** that may apply in addition to TX state law
- **Don't backdate** — Texas courts view backdated documents unfavorably
- **Consult an attorney** for transactions exceeding $10,000 in value
TX Compliance Checklist
Before finalizing your LLC Operating Agreement, verify that it meets Texas's legal standards:
- Full legal names and addresses of all parties
- Clear description of the subject matter
- Consideration or purpose stated explicitly
- Dated and signed by all required parties
- Notarized if mandated by TX statute
A LLC Operating Agreement that meets all TX requirements is fully enforceable in Texas. Courts in Texas have consistently upheld documents that demonstrate clear intent, proper execution, and compliance with state formalities. Keep your original signed copy in a secure location.
Pro Tips for Texas Residents
- **Use blue or black ink** when signing physical copies in Texas
- **Keep digital backups** of all signed documents
- **Check for local county requirements** that may apply in addition to TX state law
- **Don't backdate** — Texas courts view backdated documents unfavorably
- **Consult an attorney** for transactions exceeding $10,000 in value
TX Compliance Checklist
Before finalizing your LLC Operating Agreement, verify that it meets Texas's legal standards:
- Full legal names and addresses of all parties
- Clear description of the subject matter
- Consideration or purpose stated explicitly
- Dated and signed by all required parties
- Notarized if mandated by TX statute
Before finalizing your LLC Operating Agreement, verify that it meets Texas's legal standards:
- Full legal names and addresses of all parties
- Clear description of the subject matter
- Consideration or purpose stated explicitly
- Dated and signed by all required parties
- Notarized if mandated by TX statute
Other Forms in Texas
LLC Operating Agreement in Neighboring States
Document Information
- Document
- LLC Operating Agreement
- State
- Texas (TX)
- Category
- Business
- Format
- PDF / Word / Print
- Cost
- 100% Free
- Sales Tax
- 6.25%
- Notary Fee
- $6-$10
Texas Legal Requirements
Governing Statute:
State Law
- ✓Consult with a licensed attorney for specific requirements
Legal Disclaimer
This template is for informational purposes only and does not constitute legal advice. Laws in Texas may change. Consult a licensed attorney for advice specific to your situation.