Texas: LLC Operating Agreement Requirements
The short answer
Texas does not require a domestic LLC to adopt a written company agreement. The agreement may be written, implied, or oral, and the LLC, its members and managers, and an assignee can be bound without signing it; a sole-member agreement is valid. If the agreement is silent, the Business Organizations Code supplies management, voting, economic, transfer, amendment, and record defaults, while a short list of statutory rules remains protected from waiver.
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This is the general rule in Texas. Ezel applies current Texas law to your specific facts and answers with citations to the statutes.
| Governing law and document name | Texas Business Organizations Code, Title 3, Chapter 101; 'company agreement' (§ 101.001(1)) |
|---|---|
| Required or optional | Optional; the Code governs internal matters the agreement does not address (§ 101.052(b)) |
| Permitted form and signatures | Written, implied, or oral; LLC, members, managers, and assignees may be bound without signing. A contribution promise must be written and signed (§§ 101.001(1), 101.052(f)–(g), 101.151) |
| Adoption timing and effect | No general formation-relative deadline or express preformation-effect rule in Chapter 101; certificate provisions count only to the extent they reflect every member's agreement (§ 101.051) |
| Single member and assent | Sole-member agreement valid; LLC and covered persons bound without signature or express adoption (§§ 101.001(1), 101.052(f)–(g)) |
| Management and authority defaults | Agreement chooses managers or members; if silent, certificate controls, otherwise members govern. Authorized governing persons/officers bind ordinary business absent known lack of authority (§§ 101.251–101.254) |
| Voting, economic, and transfer defaults | Equal votes and majority-at-quorum default; profits/losses and distributions follow contribution value; assignee gets economic/record rights, not management or membership absent all-member approval (§§ 101.108–101.109, 101.201, 101.203, 101.354–101.356) |
| Nonwaivable rules and duties | Agreement may expand, restrict, or eliminate duties including fiduciary duties; § 101.054 preserves listed Code provisions, third-party consent rights, and reasonable record access (§§ 101.054, 101.401) |
| Amendment, filing, and records | Default unanimous amendment, but modifiable; agreement itself is not a required filing, though agreed terms may appear in the certificate; keep written agreement/amendments at or available from the principal office (§§ 101.051, 101.053, 101.501–101.502) |
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Requirements one by one
Governing law and document name
Texas calls this document a company agreement, not an operating agreement. Business
Organizations Code § 101.001(1) defines it as the members' written, implied, or oral agreement
about the LLC's affairs or business. Chapter 101 and the generally applicable provisions of Title 1
supply the statutory framework.
Required or optional
Texas does not command a domestic LLC to adopt a company agreement. Section 101.052(b) instead
provides the fallback: when the agreement does not address an internal matter, Chapter 101 and the
applicable Title 1 provisions govern it. The company can therefore exist without a separate written
agreement, but statutory defaults control whatever the members have not validly changed.
Permitted form and signatures
Section 101.001(1) recognizes written, implied, and oral agreements. Sections 101.052(f)-(g) go
further: the LLC can be bound without signing or expressly adopting the agreement, and members,
managers, and assignees can be bound without signing it. That does not erase a transaction-specific
writing rule. For example, § 101.151 makes a promise to contribute, pay cash, or transfer property
enforceable only when the promise is written and signed by the person making it.
Adoption timing and effect
Chapter 101 states no general deadline tied to filing the certificate of formation, and it contains
no express rule making a preformation agreement effective before the LLC exists. Section 101.051
does recognize agreed governance terms placed in the certificate of formation, but treats a
certificate provision as part of the company agreement only to the extent it reflects every
member's agreement.
Single member and assent
The definition in § 101.001(1) expressly says a one-member company agreement is not unenforceable
merely because one person is the only party. Section 101.052(f) binds the LLC without its signature
or express adoption, and subsection (g) binds a member, manager, or assignee without that person's
signature.
Management and authority defaults
Section 101.251 lets the company agreement choose management by managers or members. If the
agreement is silent, the certificate of formation controls: managers govern when the certificate
says the company has managers; otherwise the members govern. Under § 101.254, each governing person
and each officer given actual or apparent authority is an agent, and an ordinary-course act binds
the LLC unless the agent lacked actual authority and the counterparty knew that fact.
Voting, economic, and transfer defaults
The meeting defaults are one vote per governing person or member (§ 101.354) and a majority of
those present when a quorum exists (§ 101.355), subject to the agreement's broad modification power.
Profits, losses, and distributions follow the agreed value of contributions stated in the company
records (§§ 101.201, 101.203). An assignment does not make the assignee a member or give management
rights (§ 101.108); it transfers the assigned allocations, distributions, and record rights, and
all members must approve membership unless the company agreement changes the rule (§ 101.109).
Nonwaivable rules and duties
Texas is unusually contract-focused. Current § 101.401, amended in 2025, says the company agreement
may "expand, restrict, or eliminate any duties, including fiduciary duties," and related liability.
The floor is the list in § 101.054: specified Chapter 101 provisions and general-code chapters stay
protected, a nonparty's statutory right cannot be waived without that person's consent, and member
or assignee rights under § 101.502 cannot be unreasonably restricted. Protected examples include
the one-member minimum, signed-writing rule for a contribution promise, prohibited-distribution
rule, and supplemental-record requirements.
Amendment, filing, and records
The default in § 101.053 is unanimous consent. Because § 101.053 is not on
§ 101.054's protected list, § 101.052(c) allows the company agreement to modify that default. The
company agreement itself is not a required Secretary of State filing, although § 101.051 allows an
agreed provision to appear in the certificate of formation. If the agreement is written,
§ 101.501(a)(4) requires the company to keep it and its amendments at the U.S. principal office or
make them available there within five days after a proper records request; § 101.502 provides the
request and inspection rules.
What trips people up
- Unsigned does not mean every promise can remain oral. The company and covered people can be
bound by an unsigned company agreement under § 101.052(f)-(g), but § 101.151 independently
requires a signed writing for an enforceable contribution promise. - The agreement and certificate work in sequence. Section 101.251 looks first to the company
agreement for manager-versus-member management, then to the certificate if the agreement is
silent. A private restriction also may not protect the LLC against an ordinary-course act when
§ 101.254's actual-authority and counterparty-knowledge test binds the company. - The fiduciary-duty sentence changed in 2025. Current § 101.401 expressly includes the power
to eliminate duties, including fiduciary duties. Older forms or summaries that merely say duties
may be limited do not state the present statutory text.
Common questions
Can the company agreement give a right to someone who is not a member?
Yes. Section 101.052(e) allows rights for any person, including a nonparty, to the extent the
agreement provides them. Section 101.054(d) separately protects a nonparty's statutory right from
waiver or modification without that person's consent.
Can an assignee inspect LLC records before becoming a member?
Yes, within the current statutory limits. Section 101.109(a)(3) gives an assignee the rights in
§ 101.502, which requires a written demand, a proper purpose, and records reasonably related to
that purpose; § 101.054(e) bars unreasonable restriction of those rights.
Must a Texas LLC manager also be a member or Texas resident?
No. Section 101.302(d) says a manager need not be either a Texas resident or a member of the LLC.
Statutes and sources
- Tex. Bus. Orgs. Code § 101.001(1) — company-agreement definition, permitted forms, and
sole-member validity.
https://tcss.legis.texas.gov/resources/BO/htm/BO.101.htm (accessed 2026-07-26) - Tex. Bus. Orgs. Code §§ 101.051-101.054 — certificate terms, agreement scope and gap-fillers,
unsigned binding effect, amendment default, and protected provisions.
https://tcss.legis.texas.gov/resources/BO/htm/BO.101.htm (accessed 2026-07-26) - Tex. Bus. Orgs. Code § 101.151 — signed-writing requirement for a contribution promise.
https://tcss.legis.texas.gov/resources/BO/htm/BO.101.htm (accessed 2026-07-26) - Tex. Bus. Orgs. Code §§ 101.251-101.254 and 101.302 — governing authority, management,
agency, ordinary-course binding acts, and manager qualifications.
https://tcss.legis.texas.gov/resources/BO/htm/BO.101.htm (accessed 2026-07-26) - Tex. Bus. Orgs. Code §§ 101.354-101.356 — equal-vote, majority, and extraordinary-action
defaults.
https://tcss.legis.texas.gov/resources/BO/htm/BO.101.htm (accessed 2026-07-26) - Tex. Bus. Orgs. Code §§ 101.108-101.109, 101.201, and 101.203 — assignment, admission,
allocation, and distribution defaults.
https://tcss.legis.texas.gov/resources/BO/htm/BO.101.htm (accessed 2026-07-26) - Tex. Bus. Orgs. Code § 101.401 — current authority to expand, restrict, or eliminate duties
and related liability.
https://tcss.legis.texas.gov/resources/BO/htm/BO.101.htm (accessed 2026-07-26) - Tex. Bus. Orgs. Code §§ 101.501-101.502 — retained records and member/assignee inspection.
https://tcss.legis.texas.gov/resources/BO/htm/BO.101.htm (accessed 2026-07-26)
Source links
Every statute quoted above, linked, with the date we checked it.
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