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
| Member | Address | Contribution | Interest |
|---|---|---|---|
| [NAME] | [ADDR] | $[AMT] | [XX]% |
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.