LIMITED LIABILITY COMPANY OPERATING AGREEMENT

[COMPANY NAME], LLC

A Texas Limited Liability Company

Effective Date: [DATE]

[// GUIDANCE: Governed by the Texas Business Organizations Code (BOC), Chapters 1 and 101. Texas permits Series LLCs under BOC § 101.601 et seq. IMPORTANT: Texas is a COMMUNITY PROPERTY state. Texas has no state income tax but imposes a Franchise Tax (Margin Tax) on LLCs with revenues over $2.47 million (2024 threshold). Annual reports required with the Secretary of State (Public Information Report).]

ARTICLE I - FORMATION

1.1 Formation

The Members form a limited liability company pursuant to the Texas Business Organizations Code, Chapters 1 and 101 (the "Code") by filing a Certificate of Formation with the Texas Secretary of State.

1.2 Name

[COMPANY NAME], LLC

1.3 Principal Office

[ADDRESS], Texas [ZIP]

1.4 Registered Agent

Agent: [NAME]
Address: [ADDRESS], Texas [ZIP]

1.5 Term

Perpetual, unless dissolved per this Agreement or the Code.

1.6 Series LLC

☐ This LLC IS a Series LLC under BOC § 101.601 et seq.
☐ This LLC is NOT a Series LLC.

[// GUIDANCE: Texas pioneered Series LLCs along with Delaware. Each series can have separate assets, liabilities, members, and managers with internal liability shields. The Certificate of Formation must contain specific language to enable series.]

ARTICLE II - PURPOSE

The Company is formed for [DESCRIBE PURPOSE] and any lawful purpose under the Code.

ARTICLE III - MEMBERS

3.1 Initial Members

See Exhibit A for Members, Capital Contributions, and Percentage Interests.

3.2 Community Property

[// GUIDANCE: Texas is a community property state. Membership interests acquired during marriage may be community property.]

(a) Each married Member represents the character of their Membership Interest as [separate property / community property].
(b) If community property, spousal consent may be required for transfers.
(c) Spousal Consent attached as Exhibit B if applicable.

ARTICLE IV - CAPITAL

4.1 Initial Contributions

Per Exhibit A.

4.2 Capital Accounts

Maintained per IRC § 704(b) regulations.

ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS

Profits, Losses, and Distributions per Percentage Interests.

ARTICLE VI - MANAGEMENT

☐ MEMBER-MANAGED
☐ MANAGER-MANAGED: Manager(s): [NAME(S)]

6.1 Voting

• Ordinary matters: Majority vote
• Extraordinary matters: [Unanimous/Two-thirds] vote

6.2 Actions Requiring Approval

Per BOC § 101.356, certain actions require member consent: (a) Amend Agreement; (b) Admit Members; (c) Merge/dissolve; (d) Sell all assets; (e) Debt over $[AMOUNT].

ARTICLE VII - TRANSFER RESTRICTIONS

Transfers require [majority/unanimous] consent. Right of First Refusal: [30] days.

ARTICLE VIII - DISSOLUTION

8.1 Events

(a) Member consent per BOC § 101.552; (b) Judicial dissolution; (c) Code requirements.

8.2 Winding Up

Per BOC § 11.051 et seq.

8.3 Certificate of Termination

File with Texas Secretary of State.

ARTICLE IX - INDEMNIFICATION

9.1 Limitation of Liability

Per BOC § 101.114, Members and Managers are not liable for Company obligations.

9.2 Indemnification

Company indemnifies Members/Managers to fullest extent permitted by the Code.

ARTICLE X - TAX MATTERS

10.1 Classification

☐ Partnership/Disregarded ☐ S corp ☐ C corp

10.2 Partnership Representative

[MEMBER NAME]

10.3 Texas Franchise Tax (Margin Tax)

[// GUIDANCE: Texas imposes a Franchise Tax (Margin Tax) on LLCs. For 2024, the no-tax-due threshold is $2.47 million in total revenue. The tax rate is 0.375% for retail/wholesale, 0.75% for other businesses. Annual franchise tax reports and Public Information Reports are required.]

The Company shall pay all required Texas franchise taxes and file all required reports.

ARTICLE XI - MISCELLANEOUS

11.1 Governing Law

State of Texas

11.2 Amendments

Written consent of [majority/all] Members.

11.3 Entire Agreement

Supersedes all prior agreements.

EXECUTION

MEMBERS:

______________________________ Date: __________
[MEMBER NAME]

EXHIBIT A - MEMBERS

EXHIBIT B - SPOUSAL CONSENT

I, [SPOUSE NAME], am the spouse of [MEMBER NAME], a Member of [COMPANY NAME], LLC. I consent to the Operating Agreement and acknowledge my community property interest, if any, is subject to this Agreement.

______________________________
[SPOUSE NAME]
Date: ______________

Governed by Texas Business Organizations Code, Chapters 1 and 101. Texas is a community property state with no state income tax. Texas permits Series LLCs. Franchise Tax (Margin Tax) may apply.