LLC Member Meetings, Voting, Proxies, and Written-Consent Requirements in Texas

At a glance

Requirements one by one

The company agreement controls most internal procedure

Under Tex. Bus. Orgs. Code §§ 101.051-101.054, the company agreement governs internal affairs and the Code fills gaps. A certificate provision counts as part of that agreement only to the extent it reflects every member's agreement. Chapter 6 is not in § 101.054's protected list, so the company agreement may generally vary its defaults, subject to the Code and protected third-party rights.

Texas defaults to one vote per member

Under § 101.354, every member has an equal vote. A majority of all members constitutes a quorum, and a majority of members present at a quorum meeting ordinarily acts. The company agreement may replace those per-person defaults and may establish class or group rights.

Section 101.356 separates threshold categories. Non-ordinary action ordinarily uses a majority of all governing persons; a fundamental transaction or action making ordinary business impossible uses a majority of all members; and a certificate amendment ordinarily requires all members. Those categories do not decide a transaction's separate substantive approval requirements.

Notice timing changes with the management form

Chapter 101 states no general person who may call every member meeting. The company agreement therefore supplies the call and adjournment mechanics.

All meeting notice is written. If the members are not the governing authority, the governing authority directs notice 10 to 60 days before the member meeting. A special meeting notice, or a notice for a § 101.356 matter, states the business or purpose. For a member-managed LLC, § 101.352(a) imports the general notice contents but states no separate 10-to-60-day member window.

Under § 6.052, a member may sign a waiver before or after the meeting. Attendance also waives notice unless the member attends only to object that the meeting was not lawfully called; an objection when an omitted matter appears preserves that matter-specific defect.

Record dates and remote meetings come from Title 1

Under § 6.101 and § 6.102, the governing documents or governing authority may set a meeting record date no more than 60 days before the action. Without one, the meeting record date is the notice date. For written consent, the default is the first delivery date when no prior governing-authority action is required.

Under § 6.002, members may meet by conference telephone, videoconferencing, Internet, or another suitable electronic system when every participant can communicate with every other participant. If voting occurs, the LLC must reasonably identify each remote voter and retain a vote/action record. The section does not separately label remote participation “presence in person.”

A member proxy must be written

Section 101.357 permits a member to vote in person or by a proxy executed in writing. A manager or committee member may use a written proxy only when the company agreement authorizes it.

Chapter 101 states no default proxy term, revocation method, irrevocability rule, or death/incapacity consequence. Those issues depend on the company agreement and other applicable agency law.

Texas offers multiple no-meeting consent routes

The LLC-specific route in § 101.358 is direct: the number of members needed at a meeting signs written consent stating the action. No meeting, vote, prior notice, or subsequent notice is required.

Title 1 separately provides unanimous written consent and a certificate- authorized less-than-unanimous route. Those routes can use a future time or event within the statutory 60-day limits, and a signer may revoke before the applicable effective time. Reliable reproductions can replace originals, and a qualifying electronic transmission counts as a signed writing under § 6.205. Unsolicited less-than-unanimous consent has the delivery destinations and methods in § 6.203.

The Title 1 certificate-authorized route also requires prompt notice to record-date members who did not sign. That notice rule is not imported into the separate LLC-specific § 101.358 route, which expressly says no subsequent notice.

What trips people up

• Voting is per person by default. Contributions, distributions, and profit interests do not weight the ordinary Chapter 101 vote.
• Member-managed notice lacks the manager-managed 10-to-60-day sentence. Do not silently apply subsection (b) to both structures.
• There are multiple consent routes. The LLC-specific route dispenses with notice; the certificate-authorized Title 1 route carries prompt nonconsenter notice and additional timing/delivery rules.
• Remote meeting and electronic consent are separate. Section 6.002 governs live communications; § 6.205 governs when an electronic consent is signed.

Common questions

Does every Texas LLC member get one vote?

Yes under the statutory default. The company agreement may establish another measure or class/group rights.

Can a Texas LLC meet entirely online?

Yes if the system lets every participant communicate with all others and the LLC identifies remote voters and keeps the required vote/action record.

Can a member vote by proxy?

Yes, but Chapter 101 requires a proxy executed in writing. It does not supply a default duration or revocation rule.

Must nonsigning members receive notice after written consent?

Not under the LLC-specific § 101.358 route, which expressly dispenses with subsequent notice. A separate certificate-authorized Title 1 route does require prompt notice to record-date nonsigners.

Statutes and sources

• Tex. Bus. Orgs. Code §§ 101.051-.054 and .352-.359 — company-agreement hierarchy, member notice, quorum, equal votes, threshold categories, written proxies, LLC-specific written consent, and alternative effective action. Official current Chapter 101 (accessed August 30, 2026).
• Tex. Bus. Orgs. Code §§ 6.001-.002, .051-.052, and .101-.102 — meeting location, remote systems, notice content, waiver, and record dates. Official current Chapter 6 (accessed August 30, 2026).
• Tex. Bus. Orgs. Code §§ 6.201-.205 — unanimous and certificate-authorized less-than-unanimous consent, future effectiveness, revocation, nonconsenter notice, delivery, reproduction, and electronic consent. Official current Chapter 6 (accessed August 30, 2026).