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Texas LLC Operating Agreement Template

A Texas LLC operating agreement is designed to allow members of a limited liability company to outline the structure of the entity, the rights and responsibilities of the members, and the company’s procedures and policies. Executing this type of agreement helps avoid potential legal liabilities between members and outside parties.

When forming an LLC, it is not required by law that the members establish an operating agreement. However, when an operating agreement isn’t in place, the applicable provisions of Texas statutes will govern the internal affairs of the company. Should a legal dispute arise, the broadness of the state statutes might not serve the LLC and its members in the most beneficial capacity.

Contents

Types (2)

Single-Member LLC Operating Agreement – This operating agreement is used when an LLC is created with only one (1) member.

Download: PDF, Word (.docx), OpenDocument

 


Multi-Member LLC Operating Agreement – If an LLC has two (2) or more members, a multi-member LLC operating agreement can be executed.

Download: PDF, Word (.docx), OpenDocument

 


Laws


How to File (5 Steps)

Step 1 – Create a Name 

Before an LLC can be formed, the members must come up with a name for the company.

This name needs to be unique while also complying with state requirements, which can be referred to in § 5.056 of the Texas Business Organization Code and Chapter 79, Subchapter C of the Administrative Code.

To ensure a name is unique, a search can be performed on the Comptroller of Public Accounts Taxable Entity Search page (or the Secretary of State’s SOSDirect portal for a small fee).

Step 2 – Elect a Registered Agent

A limited liability company must always maintain a registered agent, and the agent must consent before the LLC is formed.

A registered agent, who can be an individual or an organization, will receive important tax and legal documents on behalf of the company.

To obtain consent from the registered agent, an Acceptance of Appointment and Consent to Serve as Registered Agent (Form 401-A) must be completed, but is not required to be filed with the SOS.

Step 3 – File Certificate of Formation

Once a unique name has been chosen and a registered agent has been nominated, the members of the LLC can register the company with the Secretary of State.

A Certificate of Formation – Limited Liability Company (Form 205) must be completed and submitted to the SOS.

The Certification of Formation can be submitted online through the SOSDirect portal (requires account setup) or by mail to the address below. The filing fee is $300 for either registration option.

Secretary of State
P.O. Box 13697
Austin, TX 78711-3697

Step 4 – Draft Operating Agreement

A limited liability company operating agreement can be created at any point during or after the course of the business registration process. This document does not need to be filed with the Secretary of State, but should be kept in the company’s records for reference and potential amendment from time to time.

  • Single-Member LLC Operating Agreement
  • Multi-Member LLC Operating Agreement

Step 5 – Apply for an EIN

An Employer Identification Number (EIN) is assigned to companies by the IRS to keep track of their tax reporting. LLCs must apply for an EIN by going to the IRS website or by completing Application for Employer Identification Number (Form SS-4) and mailing it to the following address:

Internal Revenue Service
ATTN: EIN Operation
Cincinnati, OH 45999


Resources

Filing Options: Online or by Mail

Costs:

  • Domestic filing fee: $300
  • Foreign filing fee: $750
  • Name reservation: $40

Forms:

Links: