Multi-Member LLC Operating Agreement — Texas

Multi-Member LLC Operating Agreement (Texas)

Quick-Reference Summary

COMPANY AGREEMENT OF [LLC NAME], LLC

A Texas Multi-Member Limited Liability Company

This Company Agreement (this "Agreement" or "Company Agreement") is entered into and effective as of [__/__/____] (the "Effective Date") by and among the persons identified on the signature page as the members (each a "Member" and collectively the "Members") of [LLC NAME], LLC, a Texas limited liability company (the "Company"), under the Texas Business Organizations Code (the "Code" or "BOC").

Defined Terms

Available Cash means cash the governing authority reasonably determines is available after providing for due Company obligations and reasonable operating reserves, subject to Section 6.6. Unreturned Capital Contributions means the agreed value of a Member's contributions recorded in Exhibit A, reduced only by amounts distributed to that Member under Section 6.2's return-of-capital tier. It is separate from the Member's tax Capital Account.

Preferred Return means the noncompounding annual rate selected in Section 6.2 on each Member's Unreturned Capital Contributions, measured from the date the contribution was made until its return. If the rate field is blank, no Preferred Return is payable. Assumed Tax Rate means the percentage entered in Section 6.4; if blank, no tax distribution is required. Majority in Interest means Members holding more than 50% of Percentage Interests, unless a provision expressly requires another threshold.

Deadlock means that a material decision requiring Member approval under Section 7.4 failed to receive the required vote at two properly called meetings at least thirty (30) days apart, and the failure materially impairs Company operations. A Member's notice under Section 13.1 identifies those votes and the resulting impairment.

Article I — Formation

1.1 Formation. The Company was organized on [__/__/____] by filing a Certificate of Formation (Form 205) with the Texas Secretary of State under BOC § 3.001(a). The SOS file number is [________________________________].

1.2 Name. The name of the Company is [LLC NAME], LLC, complying with BOC § 5.056.

1.3 Principal Office. The principal office is [________________________________], Texas [____].

1.4 Registered Agent and Office. The Texas registered agent is [________________________________], whose Texas registered office address is [________________________________], Texas [____], designated under BOC § 5.201 with the agent's consent as addressed by § 5.207.

1.5 Duration. The Company continues until an event requiring winding up under Article XIV and BOC §§ 11.051 and 11.056.

Article II — Purpose and Powers

2.1 Purpose. The Company is organized to engage in any lawful business purpose for which an LLC may be organized under the Code, including without limitation: [________________________________].

2.2 Powers. The Company has the powers granted by BOC § 2.101, including powers necessary or convenient to carry on its business.

2.3 Professional LLCs. If the Company will render a professional service requiring a license, the Members shall ensure compliance with BOC Title 7 (Professional Entities).

Article III — Members and Membership Interests

3.1 Initial Members and Interests. The Members, their initial capital contributions, and their initial Membership Interests (also referred to as Percentage Interests) are:

3.2 Admission of Additional Members. After formation, BOC § 101.103(c) requires all Members' consent to admit a new Member unless this Agreement validly varies that default under § 101.052(c). The Members select [a Majority in Interest / Supermajority of __% / Unanimous] as the required consent threshold; if no choice is made, all Members must consent. The incoming Member shall execute a written joinder, and the Company shall record the admission.

3.3 No Personal Liability. No Member or Manager is personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member or Manager (BOC § 101.114).

3.4 Member Assurances. Each Member represents to the Company and the other Members, as of signing, that the Member has authority to enter this Agreement; if an entity, it is validly organized and its signer is authorized; and signing does not breach another agreement binding that Member. These assurances remain in effect after signing, but do not replace any disclosure or registration required for an offering of Membership Interests.

Article IV — Capital Contributions and Capital Accounts

4.1 Initial Contributions. Initial contributions are set forth in Section 3.1 and Exhibit A.

4.2 Capital Accounts. Capital accounts shall be maintained for each Member under Treas. Reg. § 1.704-1(b)(2)(iv).

4.3 No Interest on Capital. No interest accrues on capital contributions.

4.4 Return of Contribution. No Member may demand a return of contribution merely by making a contribution. Distributions and buyout payments are governed by Articles VI and XI; BOC § 101.205 addresses fair-value payment after a Member validly withdraws under a right granted by this Agreement.

4.5 Member Loans. A Member may lend money to the Company on terms approved in writing by the governing authority. A loan shall be documented separately and is not a Capital Contribution or an automatic change in Percentage Interest.

4.6 Optional Unit Ledger. The Members may record Units for bookkeeping in Exhibit A. A Unit entry shall be reconciled to the Percentage Interests in Section 3.1 and does not itself change voting, distribution, or admission rights under this Agreement.

Article V — Capital Calls

5.1 Capital Calls Against Signed Commitments. The Manager / Managing Member may issue a written call for additional capital if approved by Members holding [____]% of Percentage Interests and reasonably needed to fund operations, debt service, or approved capital expenditures. A call is mandatory for a Member only to the extent that Member has signed a written commitment stating the amount or calculation method, conditions, and maximum obligation in Exhibit B or another signed instrument. A discretionary call is a conditional obligation under BOC § 101.156(b), and BOC § 101.151 requires the contribution promise to be written and signed by the person making it. The call notice shall state each committed Member's amount, calculation, use of proceeds, and due date.

5.2 Optional Capital Calls. Any other contribution is voluntary.

5.3 Failure to Contribute; Default Remedies. If a Member fails to perform an enforceable signed commitment under Section 5.1 within [thirty (30)] days after written notice of default (the "Cure Period"), the non-defaulting Members may, at their option:

• (a) loan the defaulted amount to the Company at the WSJ prime rate plus [____]%;
• (b) contribute the defaulted amount and dilute the defaulting Member's Percentage Interest by application of the formula selected and signed in Exhibit B, consistent with BOC § 101.153(b);
• (c) cause the Company to enforce contribution promises under BOC § 101.153; and/or
• (d) pursue any other remedy at law or in equity.

5.4 Compromise. A compromise of an obligation to contribute requires the consent of all Members (BOC § 101.154).

Article VI — Allocations and Distributions

6.1 Allocations. Net Profits and Net Losses are allocated among the Members in proportion to Percentage Interests, subject to the federal tax rules for partnership allocations, including Treas. Reg. § 1.704-1(b)(2).

6.2 Distributions — Waterfall. Available Cash, when distributed, shall be paid in the following order:

1. First, to the Members in proportion to and to the extent of any Preferred Return of [____]% per annum on Unreturned Capital Contributions;
2. Second, to the Members in proportion to and until full return of Unreturned Capital Contributions;
3. Third, to the Members in proportion to their Percentage Interests (or under such promote/carry arrangement set forth in Exhibit C).

6.3 Timing. Distributions shall be made at such times as the Manager / Managing Member determines.

6.4 Tax Distributions. The Company shall (subject to Section 6.6 and legally available funds) distribute to each Member, on or before the 15th day of the third month following each taxable year, the Assumed Tax Rate of [____]% multiplied by the Member's allocable taxable income, as an advance against distributions under Section 6.2.

6.5 Distributions in Kind. No Member may compel a distribution in kind.

6.6 Solvency Limitation. No distribution shall be made that violates BOC § 101.206 (insolvency limitation).

Article VII — Management

7.1 Management Structure. The Company is [Member-managed / Manager-managed] under this Agreement. Complete this choice consistently with the Certificate of Formation; under BOC § 101.251, the agreement controls, and the certificate supplies the default if the agreement is silent.

7.2 Member-Managed Alternative. If member-managed: Management is vested in the Members, with each Member having authority and voting in proportion to Percentage Interest under Section 8.1.

7.3 Manager-Managed Alternative. If manager-managed: The Company has [____] Manager(s), initially [________________________________]. Each Manager has the authority described in BOC § 101.254.

7.4 Actions Requiring Member Consent. The following actions require the written Member consent stated for each item. If an item states no different threshold, it requires the unanimous consent of all Members. A Supermajority means Members holding at least [____]% of Percentage Interests.

• (a) amend this Agreement or the Certificate of Formation (unanimous; cf. BOC § 101.053);
• (b) admit a new Member with the consent selected in Section 3.2;
• (c) sell, exchange, lease (other than ordinary course), or pledge all or substantially all Company assets (Supermajority);
• (d) merge, convert, interest-exchange, domesticate, or wind up the Company (unanimous);
• (e) cause the Company to file a bankruptcy petition (unanimous);
• (f) make a check-the-box federal tax election under Treas. Reg. § 301.7701-3 or S-election (Supermajority);
• (g) incur indebtedness in excess of $[__________] (Supermajority);
• (h) approve any related-party or interested-Member/Manager transaction (disinterested Majority);
• (i) create, register, or terminate any Series under Article XV (unanimous);
• (j) issue any new class of Membership Interest (unanimous).

7.5 Officers. The Company's governing authority under Section 7.1—the Members if member-managed, or the Manager(s) if manager-managed—may appoint officers (President, CEO, Secretary, Treasurer, CFO) and delegate authority in writing. Under BOC § 101.254(a), an officer vested with actual or apparent authority by that governing authority is an agent of the Company for purposes of its business.

7.6 Indemnification, Defense Advances, and Insurance. To the fullest extent permitted by BOC § 101.402, the Company shall indemnify each Member, Manager, and officer for losses and reasonable defense expenses arising from good-faith conduct on behalf of the Company, excluding bad faith, fraud, willful misconduct, and breach of an express obligation in this Agreement. The Company shall advance reasonable defense expenses within [____] days after a written request and a signed undertaking to repay them if a final determination denies indemnification. The governing authority may purchase liability insurance or another arrangement under § 101.402(a)(3) on terms it approves.

7.7 Material Event Notice. The governing authority shall promptly notify Members of material litigation, regulatory inquiries, and events reasonably expected to materially impair the Company's operations or assets, unless applicable law prohibits notice at that time.

7.8 Optional Limitation of Monetary Liability (elect expressly). ☐ The Members elect this paragraph. To the extent BOC § 101.401 permits, a Member, Manager, or officer is not liable to the Company or another Member or Manager for monetary damages arising solely from good-faith action on behalf of the Company. This paragraph does not excuse bad faith, fraud, willful misconduct, breach of an express obligation in this Agreement (including Sections 9.2 and 9.3), or liability under a statutory provision protected by § 101.054. If the box is not checked, this paragraph imposes no liability limit.

Article VIII — Voting Rights and Member Meetings

8.1 Voting — By Percentage Interest. Each Member votes in proportion to its Percentage Interest. This Agreement thereby varies the statutory default of BOC § 101.354 (an equal, per-capita vote for each member absent contrary agreement), subject only to the supermajority/unanimous requirements of Section 7.4.

8.2 Annual Meeting. An annual meeting shall be held on [__/__/____] (or such other date as designated) at the principal office or by remote communication.

8.3 Special Meetings. Special meetings may be called by (a) the Manager(s), or (b) Members holding at least [____]% of Percentage Interests, on not less than [ten (10)] days' written notice.

8.4 Quorum. A quorum is Members holding a Majority in Interest, in person or by proxy.

8.5 Action by Written Consent. An action required or authorized to be taken at a meeting of Members may be taken without a meeting by written consent stating the action and signed by Members holding at least the Percentage Interest needed to approve it at a meeting at which all Members entitled to vote are present, as provided by BOC § 101.358. This section does not alter any higher consent threshold elsewhere in this Agreement.

8.6 Remote Participation. Members may participate by telephone or videoconference if all participants can hear one another. A Member who votes by proxy shall execute the proxy in writing under BOC § 101.357.

Article IX — Fiduciary Duties and Standards of Conduct

9.1 Statutory Framework. BOC § 101.401 permits a company agreement to expand, restrict, or eliminate duties, including fiduciary duties, and related liabilities. Section 101.054 limits waiver of specified statutory provisions. The duties in Sections 9.2 and 9.3 are obligations the Members establish in this Agreement.

9.2 Duty of Loyalty. Each Manager and each managing Member shall (a) account to the Company for any benefit derived from the Company's activities; (b) refrain from acting on behalf of an adverse party in any matter connected with the Company's business; and (c) refrain from competing with the Company, except as expressly permitted under Section 9.4.

9.3 Duty of Care. Each Manager and each managing Member shall act in good faith, with ordinary care, in a manner reasonably believed to be in the Company's best interest, refraining from gross negligence, willful misconduct, or knowing violation of law.

9.4 Modification of Duties. Pursuant to BOC § 101.401 and § 101.052, and to the extent not prohibited by BOC § 101.054, the Members agree:

• (a) a Member may engage in an outside business activity that Schedule 9.4 specifically identifies and the Members approve there; an unlisted activity receives no exception under this clause;
• (b) an opportunity is excluded from the Company-opportunity obligation only if Schedule 9.4 specifically identifies that category of opportunity and the Members approve the exclusion there;
• (c) interested-Member or interested-Manager transactions are permitted if approved under Section 7.4(h).

9.5 Preserved Obligations. Nothing herein eliminates (a) the duties expressly stated in Sections 9.2 and 9.3, (b) the statutory limits in BOC § 101.054, (c) a Member's or assignee's records rights to the extent protected by § 101.054(e), or (d) the court's power to decree winding up under BOC § 11.314.

Article X — Transfer Restrictions, ROFR, Tag-Along, Drag-Along

10.1 General Restriction. No Member may transfer all or any portion of its Membership Interest except in compliance with this Article X, BOC §§ 101.108–101.110, and applicable securities laws.

10.2 Permitted Transfers. Transfers to a Permitted Transferee (defined in Exhibit D as another Member, a revocable trust for the Member, the Member's spouse or lineal descendant, or an entity wholly owned by the Member) are permitted without consent, provided the transferee executes a written joinder.

10.3 Right of First Refusal (ROFR). Before any non-permitted transfer, the selling Member shall deliver a Sale Notice describing the proposed transferee, price, and terms. The Company has [thirty (30)] days, and thereafter the non-selling Members have [thirty (30)] days, to elect to purchase the offered interest on the same terms.

10.4 Tag-Along. If a Member (or group) holding more than [____]% of Percentage Interests sells to a third party (other than under ROFR), the remaining Members may tag along pro-rata on the same terms.

10.5 Drag-Along. If Members holding at least [____]% of Percentage Interests approve a sale of the Company, the remaining Members shall sell on the same terms (subject to Exhibit E minority protections).

10.6 Admission of Transferee. A transferee of a Membership Interest is admitted as a Member only upon (a) the consent required under Section 3.2, and (b) execution of a written joinder. Without admission, the transferee is an assignee rather than a managing or voting Member; the assignee retains any assigned allocation and distribution rights and the records rights provided by BOC §§ 101.109 and 101.502.

10.7 Void Transfers. A transfer in violation of this Article X is void as against the Company.

Article XI — Buy-Sell Provisions

11.1 Triggering Events. A Member's Membership Interest becomes subject to the purchase rights and obligations in Section 11.2 upon any of the following with respect to such Member (the "Departing Member"):

• (a) Death;
• (b) Disability ([180] consecutive days or [270] days in any 12-month period);
• (c) Divorce (to the extent a court awards a Member's interest, or any portion, to a non-Member spouse — note: Texas is a community-property state and the non-Member spouse may have community-property rights without being admitted as a Member);
• (d) Bankruptcy of a Member (voluntary or involuntary);
• (e) Voluntary Withdrawal upon [ninety (90)] days' written notice;
• (f) For-Cause Expulsion by unanimous vote of the other Members for (i) material breach uncured for [thirty (30)] days; (ii) conviction of a felony or crime of moral turpitude; (iii) gross negligence or willful misconduct materially harming the Company; or (iv) conduct making it not reasonably practicable to carry on with such Member.

11.2 Purchase Option / Obligation.

• (a) Company option for [sixty (60)] days at the Purchase Price determined in Section 11.3;
• (b) if not fully exercised, remaining Members have a further [thirty (30)] day pro-rata option; and
• (c) for Death, Disability, and Bankruptcy, purchase is mandatory to the extent of available insurance or reserve.
• (d) if a Member validly withdraws under Section 11.1(e) and the options in (a) and (b) do not result in a full purchase, the Company shall pay the fair value of the remaining interest determined as of the withdrawal date within a reasonable time after withdrawal as BOC § 101.205 provides, subject to Section 6.6.

11.3 Valuation Methodology. Purchase Price is Fair Market Value determined by:

• (a) good-faith agreement within [thirty (30)] days; failing which,
• (b) appraisal by a qualified independent business appraiser. If the parties cannot agree on an appraiser, one shall be appointed by the AAA. Minority and marketability discounts are excluded unless Exhibit F specifies otherwise.

11.4 Payment Terms. Unless funded by insurance: [twenty percent (20%)] cash at closing; balance over [five (5)] years in equal annual installments at the applicable federal mid-term rate, secured by the purchased interest.

11.5 Closing. Within [sixty (60)] days after price determination at the principal office.

Article XII — Charging Order

12.1 Charging Order — Exclusive Remedy. Under BOC § 101.112(d), entry of a charging order is the exclusive remedy by which a judgment creditor of a Member or transferee may satisfy a judgment from the Member's Membership Interest.

12.2 No Foreclosure. Under BOC § 101.112(c), the charging-order lien may not be foreclosed under the Code or any other law. The judgment creditor has only the right to receive distributions that would otherwise be paid to the judgment debtor (§ 101.112(b)).

12.3 No Reach to Company Property. Under BOC § 101.112(f), a creditor has no right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Company.

12.4 Same Rule for SM and MM. Under BOC § 101.112(g), this charging-order regime applies equally to single-member and multi-member LLCs.

12.5 Exemptions Preserved. Nothing herein deprives any Member or transferee of applicable exemption laws (§ 101.112(e)).

Article XIII — Deadlock and Dispute Resolution

13.1 Internal Resolution. Any Member may declare a Deadlock by written notice. The Members shall meet within [fifteen (15)] days.

13.2 Mediation. If unresolved, the dispute proceeds to non-binding mediation under the JAMS or AAA Mediation Rules at [________________________________], Texas.

13.3 Resolution After Mediation (select one). If mediation fails after [sixty (60)] days:

☐ Arbitration elected. The dispute shall be resolved by binding arbitration before a single arbitrator under the ☐ AAA Commercial Arbitration Rules ☐ JAMS Commercial Arbitration Rules ☐ [OTHER RULES], in [________________________________] County, Texas. The Federal Arbitration Act applies if this Agreement evidences a transaction involving commerce; otherwise the Texas General Arbitration Act (Tex. Civ. Prac. & Rem. Code Ch. 171) applies to the extent its requirements are met.

☐ Arbitration not elected. Either disputing party may bring the dispute in a court of competent jurisdiction. If neither box is selected, arbitration is not elected.

13.4 Buy-Sell Shotgun. If a Deadlock persists for [ninety (90)] days, either side ("Offeror") may serve a shotgun notice specifying a price per 1% of Percentage Interest. The Offeree shall, within [thirty (30)] days, elect to (a) sell its entire interest at that price, or (b) buy the Offeror's entire interest at that price.

13.5 Judicial Winding Up. Nothing in this Article XIII limits an owner's right under BOC § 11.314 to apply for a court decree of winding up if the court determines that the Company's economic purpose is likely to be unreasonably frustrated, another owner's conduct relating to the business makes it not reasonably practicable to carry on with that owner, or it is not reasonably practicable to carry on the business in conformity with the Company's governing documents. A deadlock alone is not a separate statutory ground.

13.6 Enforcement Costs and Interim Relief. A prevailing party in an action to enforce this Agreement is entitled to reasonable attorneys' fees and costs from the nonprevailing party to the extent permitted by law. A party may seek interim relief from a court of competent jurisdiction to prevent a threatened breach without giving up an elected arbitration under Section 13.3.

Article XIV — Dissolution and Winding Up

14.1 Events of Winding Up. Subject to the statutory rules for revocation or continuation, the Company shall wind up upon an event requiring winding up under BOC §§ 11.051 and 11.056:

• (a) an event specified in this Agreement (e.g., expiration of duration);
• (b) the affirmative vote required under Section 7.4(d);
• (c) termination of the continued membership of the last remaining Member, unless the Company is continued within the period and by the method permitted by BOC § 11.056(a) or this Agreement; or
• (d) a court decree of winding up under BOC § 11.314.
• (e) if elected here, closing of an approved sale of all or substantially all Company assets: ☐ elected ☐ not elected. This is an Agreement-specified winding-up event under BOC § 11.051(3), not an automatic effect of every asset sale.

14.2 Distribution on Winding Up. Assets shall be applied under BOC § 11.053 (and, for a series, § 101.617, which incorporates Chapter 11's winding-up and asset-distribution procedures for a protected or registered series):

1. to discharge, or make adequate provision for, the Company's liabilities and obligations, including obligations to Members other than for distributions; and
2. after those obligations are provided for, to Members in accordance with their respective rights under this Agreement, including Section 6.2.

14.3 Certificate of Termination. Upon completion, file a Certificate of Termination with the Secretary of State (Form 651) under BOC § 11.101. If the Company is a taxable entity under Tax Code Chapter 171, file with it the Comptroller certificate required by BOC § 11.101(b).

Article XV — Texas-Specific Provisions

15.1 Franchise Tax. The Company shall comply with Tex. Tax Code Ch. 171 and current Texas Comptroller filing rules. It shall file a franchise tax report when required and, unless an exemption applies, a Public Information Report (PIR). An entity at or below the no-tax-due threshold generally files the PIR without a No Tax Due Report. The annual report under Tax Code § 171.202(b) is due before May 16, subject to any applicable extension.

15.2 State Reporting Coordination. The Company shall track the filings required by the Texas Secretary of State and the Texas Comptroller separately and use each agency's current instructions.

15.3 Series Election (if applicable). [The Company elects / The Company does not elect] to provide for series under BOC Subchapter M. If elected:

• (a) the Company agrees that debts, liabilities, obligations, and expenses of a protected or registered series are enforceable only against assets associated with that series, and not against the Company's general assets or another series' assets, and vice versa, subject to any express recourse agreement permitted by BOC § 101.602(d);
• (b) the Certificate of Formation contains the notice of limitation on liabilities required by BOC § 101.602(b)(3) (the sufficiency of such notice is governed by § 101.604, which does not require the notice to name a specific series or use the words "protected" or "registered");
• (c) the Company shall maintain records that account for assets associated with each series separately from other assets of the Company or any other series, as required by BOC § 101.602(b)(1) (see § 101.603 for permissible methods of accounting for series assets);
• (d) a series has the liability segregation described in subsection (a) only if the Company satisfies all three conditions in BOC § 101.602(b): separate asset records, this agreement's limitation statement, and notice in the Certificate of Formation;
• (e) a "registered series" requires filing a Certificate of Registered Series with the SOS under BOC § 101.623; the filing fee is $300 under BOC §§ 4.154 and 4.152(1);
• (f) the rights, powers, duties, members, managers, and assets of each series are set forth in Exhibit H.

15.4 Federal Tax Classification. The Company shall use its default partnership classification under Treas. Reg. § 301.7701-3 while it has at least two owners, unless a valid federal election authorized under Section 7.4(f) becomes effective.

15.5 Partnership Representative. The Company designates [________________________________], who must have a substantial presence in the United States, as Partnership Representative under I.R.C. § 6223 while classified as a partnership.

15.6 Community Property. Texas is a community-property state. A spouse of a Member may have community-property rights in the Member's Membership Interest.

Article XVI — General Provisions

16.1 Amendment. Amendments require a writing signed by all Members under Section 7.4(a) and BOC § 101.053.

16.2 Governing Law. Texas law governs, without regard to conflict-of-laws rules; the internal affairs of this Texas filing entity are governed by BOC § 1.101.

16.3 Venue. Subject to Article XIII, exclusive venue is the state and federal courts in [________________________________] County, Texas.

16.4 Severability. If any provision is invalid, the remainder remains in full force.

16.5 Integration. This Agreement and the Certificate of Formation constitute the entire agreement of the Members with respect to the Company.

16.6 Counterparts; Electronic Signatures. This Agreement may be signed in counterparts. The Members agree that it may be signed and delivered electronically; electronic signatures have legal effect under Tex. Bus. & Com. Code Ch. 322 when the parties agree to conduct the transaction by electronic means.

16.7 Records and Inspection. The Company shall keep the records required by BOC §§ 3.151 and 101.501 at its principal office in the United States, or make them available there within five days after a written examination request as § 101.501(a) permits. A Member or assignee may, on written demand stating a proper purpose, examine and copy records reasonably related to that purpose at a reasonable time under § 101.502(a), personally or through an agent, accountant, or attorney under subsection (b). Under the current text of § 101.502(a), records do not include emails, texts, similar electronic communications, or social-media information unless the communication effects Company action or this Agreement expressly provides otherwise. The Company shall provide without charge the copies specified in § 101.502(c) when requested in writing. A demand shall be sent to [NAME / TITLE] at [ADDRESS], or, if this field is not completed, to a Manager or managing Member at the Company's U.S. principal office as § 101.502(d) provides. Access remains subject to the statute's scope and the limit on unreasonable restrictions in § 101.054(e).

16.8 Notices. Notices are delivered as set forth in Exhibit G.

16.9 Force Majeure. A party is excused from timely performance of a nonpayment obligation while an event beyond that party's reasonable control prevents performance, if the party promptly gives notice and uses reasonable efforts to resume performance. The affected obligation resumes when the event no longer prevents it.

Signature Block

IN WITNESS WHEREOF, the Members have executed this Company Agreement as of the Effective Date.

The Company joins in this Agreement to evidence its acceptance:

[LLC NAME], LLC

By: [________________________________]
Name: [________________________________]
Title: [Manager / Managing Member]

Pre-Execution Checklist

☐ Certificate of Formation (Form 205) filed with Texas Secretary of State; $300 fee paid
☐ Texas SOS file number recorded in Section 1.1
☐ Federal tax identification requirements reviewed; EIN obtained if needed
☐ Texas registered agent designated; written or electronic consent obtained
☐ Initial capital contributions funded and recorded on books and Exhibit A
☐ Separate Company bank account opened in Company name
☐ Partnership tax classification confirmed (or a valid, effective federal election documented if eligible)
☐ Partnership Representative designated for BBA centralized audit
☐ Texas Comptroller Webfile account created; Franchise Tax / PIR calendar set (May 15)
☐ Sales-and-use-tax permit obtained if applicable; sales tax responsible party identified
☐ If Series LLC elected, agreement limitation statement, series notice in Certificate of Formation, and per-series asset records (Exhibit H) confirmed
☐ If any registered series, a Certificate of Registered Series drafted to meet BOC § 101.623 and the SOS instructions was filed; $300 per series (the SOS has no prescribed form)
☐ If the Members elect to obtain spousal acknowledgments, Exhibit I completed; obtain a separate consent instrument if a transfer or waiver requires one
☐ All Exhibits (A, B, C, D, E, F, G, H, I) and Schedule 9.4 completed
☐ Buy-sell funding evaluated (life insurance, disability insurance, sinking fund)
☐ Securities-law requirements applicable to issuing or transferring Membership Interests reviewed
☐ Company Agreement executed by all Members and retained at principal office
☐ Confirmed this U.S.-formed LLC is exempt from FinCEN BOI reporting under the 2026 final rule

Exhibit A — Contributions and Member Record

This exhibit supplements Section 3.1. Each Member's name, contribution and Percentage Interest must match that section. Record the agreed value of noncash property and any unpaid contribution promise separately.

Member initials confirming this record: [____] [____] [____]

Exhibit B — Capital-Call Dilution Formula

Section 5.3(b) applies only if the Members complete and sign this exhibit before the relevant capital call. Otherwise, the Company may use another remedy in Section 5.3 without changing Percentage Interests under this exhibit.

Signed contribution commitments under Section 5.1 (complete only for Members accepting mandatory calls):

Agreed pre-call Company equity value (V): $[____________] (must be greater than zero). Date fixed: [__/__/____].

For each Member, let P be that Member's Percentage Interest immediately before the call, expressed as a decimal. Let E be the additional cash actually contributed by that Member to cover the unfunded call after the Cure Period; do not count a Member loan. Let T be the sum of all Members' E amounts. The new Percentage Interest is (P × V + E) ÷ (V + T) × 100%. Apply the same formula to every Member and record the result below. The new percentages must total 100%, subject only to rounding.

After a dilution, update Section 3.1 and Exhibit A, including any optional Unit ledger, so their entries match the recalculated interests.

Member signatures approving this formula and V: [SIGNATURE / DATE] · [SIGNATURE / DATE] · [SIGNATURE / DATE]

Exhibit C — Optional Third-Tier Distribution Terms

☐ No promote or carry is selected. Section 6.2's third tier uses the Percentage Interests.

☐ The Members select this third-tier allocation instead, effective [__/__/____]:

Member signatures if the optional allocation is selected: [SIGNATURE / DATE] · [SIGNATURE / DATE] · [SIGNATURE / DATE]

Exhibit D — Permitted Transferees and Joinder

For Section 10.2, a Permitted Transferee is another Member, a revocable trust for the transferring Member, the Member's spouse or lineal descendant, or an entity wholly owned by the Member. Identify the transfer and obtain the joinder required by Section 10.2 before treating the transfer as permitted under that section. An assignee is bound by the company agreement under BOC § 101.052(g) even without signing it.

Transferor: [NAME]. Transferee: [NAME AND ADDRESS]. Interest transferred: [____]%. Effective date: [__/__/____].

The transferee agrees to be bound by this Agreement with respect to the transferred interest. This joinder does not itself admit the transferee as a Member; admission requires the consent and record entry described in Section 3.2.

On admission, the transferee assumes the rights, restrictions and contribution liabilities described by BOC § 101.110, including the assignor's contribution obligations except those the transferee did not know of and could not ascertain from this Agreement. Before signing, the transferee should review the contribution commitments in Exhibit B and the Company's records.

Transferee signature: [________________________________] Date: [__/__/____]

Transferor signature: [________________________________] Date: [__/__/____]

Section 3.2 admission decision: ☐ admitted ☐ assignee only. Required approval: ☐ Majority in Interest ☐ [____]% Supermajority ☐ unanimous, as selected in Section 3.2. Approving Members hold [____]% of Percentage Interests. Admission effective date, if admitted: [__/__/____]. Units, if used, after admission: [____]. Transferee's Percentage Interest after admission: [____]%. The Company shall update Section 3.1 and Exhibit A to match.

Company acknowledgment by [MANAGER / MANAGING MEMBER]: [SIGNATURE] Date: [__/__/____]

Exhibit E — Drag-Along Minority Protections

For a sale under Section 10.5, each participating Member receives the same form and amount of consideration per Percentage Interest of the same class. No Member is required to represent facts about another Member or to assume more than that Member's share of any escrow or indemnity obligation, except for that Member's own title, authority, fraud or willful misconduct. The sale notice must state the price, consideration, escrow and proposed closing date.

Other agreed protections, if any: [________________________________]

Member signatures: [SIGNATURE / DATE] · [SIGNATURE / DATE] · [SIGNATURE / DATE]

Exhibit F — Buy-Sell Valuation Choices

Section 11.3 excludes minority and marketability discounts unless the Members expressly select them here.

☐ No such discount applies.

☐ Apply this specified discount and calculation method: [DISCOUNT TYPE, PERCENTAGE OR FORMULA, AND VALUATION DATE].

Appraiser selection and expense allocation, if varied from Section 11.3: [________________________________]

Member signatures if a discount or variation is selected: [SIGNATURE / DATE] · [SIGNATURE / DATE] · [SIGNATURE / DATE]

Exhibit G — Notices

Notices under this Agreement must be in writing and sent by ☐ personal delivery ☐ tracked courier ☐ certified mail ☐ email with acknowledgment of receipt. A Member may change its notice address by sending written notice to the Company and the other Members.

Exhibit H — Series Record (Complete Only if Article XV Applies)

This schedule records an authorized series; completing it alone does not establish a series or a liability shield. Use a separate sheet for each series and reconcile it with the Company's formation filings and separate records.

Series name: [________________________________]. Type: ☐ protected ☐ registered. Formation or registration date: [__/__/____].

Person maintaining separate series records: [NAME / ROLE]. Record location: [LOCATION].

Exhibit I — Optional Spousal Acknowledgment

I, [SPOUSE NAME], spouse of [MEMBER NAME], acknowledge receipt of this Agreement and its transfer and buy-sell provisions. My signature does not itself transfer an interest, waive any property right, or admit me as a Member. Any separate consent or transfer is documented in its own instrument.

Spouse signature: [________________________________] Date: [__/__/____]

Member acknowledgment: [________________________________] Date: [__/__/____]

Schedule 9.4 — Approved Outside Activities and Opportunities

If this schedule is blank or unsigned, it grants no exception to the duties in Sections 9.2 and 9.3. Describe each approved activity or opportunity category narrowly and identify the affected Member.

Member signatures approving these entries: [SIGNATURE / DATE] · [SIGNATURE / DATE] · [SIGNATURE / DATE]

Sources and References

• Texas Business Organizations Code, Chapter 101 — https://statutes.capitol.texas.gov/Docs/BO/htm/BO.101.htm
• Tex. Bus. Orgs. Code § 101.112 (Charging order) — https://statutes.capitol.texas.gov/Docs/BO/htm/BO.101.htm#101.112
• Tex. Bus. Orgs. Code Subchapter M (Series LLC) — https://statutes.capitol.texas.gov/Docs/BO/htm/BO.101.htm#101.601
• Tex. Bus. Orgs. Code § 11.314 (Involuntary winding up) — https://statutes.capitol.texas.gov/Docs/BO/htm/BO.11.htm#11.314
• Texas Secretary of State, Business Filings — https://www.sos.state.tx.us/corp/index.shtml
• Texas SOS Form 205 (Certificate of Formation – LLC) — https://www.sos.state.tx.us/corp/forms/205_boc.pdf
• Texas SOS, registered-series filing instructions (no prescribed form) — https://www.sos.state.tx.us/corp/formationfaqs.shtml#LLC4
• Texas Comptroller, Franchise Tax — https://comptroller.texas.gov/taxes/franchise/
• Texas Tax Code Ch. 171 (Franchise Tax) — https://statutes.capitol.texas.gov/Docs/TX/htm/TX.171.htm
• Texas SOS Formation FAQs — https://www.sos.state.tx.us/corp/formationfaqs.shtml
• IRS Partnership Representative / BBA audit regime — https://www.irs.gov/businesses/partnerships/bba-centralized-partnership-audit-regime