LLC Operating Agreement Requirements in Texas

At a glance

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)