Texas LLC Operating Agreement: What to Include (2026)

Q: Does Texas require an LLC operating agreement?

No. Texas law does not require an LLC to have a written operating agreement, which the Texas Business Organizations Code calls a company agreement. However, the state strongly relies on it: without one, the LLC is governed entirely by the default rules in Chapter 101 of the Business Organizations Code, which may not match what the members want.

Q: Do you file a Texas operating agreement with the state?

No. A Texas company agreement is an internal document that is never filed with the Texas Secretary of State. Only the Certificate of Formation (Form 205) is filed publicly. The company agreement is kept in the LLC's records and shown to banks, investors, or courts when needed.

Q: What is a company agreement in Texas?

Company agreement is the term the Texas Business Organizations Code uses for what most states call an operating agreement. Under Section 101.052, it governs the internal affairs of the LLC and may be written, oral, or implied, though a written agreement is strongly recommended for certainty and enforceability.

Q: Does a single-member Texas LLC need an operating agreement?

It is not legally required, but a single-member LLC should still adopt a written company agreement. It documents the separation between owner and entity that supports limited liability, satisfies banks and lenders, and controls what happens to the LLC if the sole member dies or becomes incapacitated.

Q: What happens if a Texas LLC has no company agreement?

The default provisions of Chapter 101 of the Texas Business Organizations Code apply. By default, the LLC is member-managed, most matters require majority-member approval, and distributions are shared as provided by statute. A company agreement lets members override these defaults to fit their business.

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

Texas does not legally require an LLC operating agreement, and you never file one with the Secretary of State. The Texas Business Organizations Code calls it a company agreement (Section 101.052) and lets it override the statutory default rules on management, voting, and distributions. Every Texas LLC should still adopt one in writing.

Quick Answer

Required?: No - not required by Texas law, but strongly recommended
Texas term: "Company agreement" (Business Organizations Code §101.052)
Filed with state?: No - internal document, never filed with the Secretary of State
Governs: Management, voting, capital, profit distribution, transfers, dissolution
Default rules: Chapter 101 of the Business Organizations Code applies if silent
Form: May be written, oral, or implied - put it in writing

Is an Operating Agreement Required in Texas?

An operating agreement is not legally required to form or run a Texas LLC. You create the LLC by filing a Certificate of Formation (Form 205) with the Secretary of State, and nothing in that filing asks for an operating agreement. However, "not required" does not mean "not important." The Texas Business Organizations Code (BOC) builds its entire LLC framework around the assumption that members will adopt one, and it provides gap-filling default rules only for the topics the members leave unaddressed. An LLC without a company agreement is governed entirely by those defaults, which rarely match what a particular business actually wants. See how to form an LLC in Texas for where this fits in the overall process, and LLC operating agreements for the national overview.

"Company Agreement": The Texas Term

Texas uses its own vocabulary. What most states and the general public call an "operating agreement," the BOC calls a company agreement. Section 101.052 defines it as an agreement of the members concerning the affairs of the LLC and the conduct of its business, and it expressly provides that a company agreement may be written, oral, or implied. Despite that flexibility, an oral or implied agreement is a recipe for disputes - banks, lenders, courts, and future members will all want to see a signed writing. Throughout this guide, "operating agreement" and "company agreement" mean the same thing.

You Never File It With the State

A Texas company agreement is a private, internal document. It is not filed with, or approved by, the Texas Secretary of State, and it does not appear in the public record. The only formation document on file is the Certificate of Formation. This is a common point of confusion: people assume that because the LLC is "registered" with the state, its governing agreement must be too. It is not. You keep the signed company agreement with your LLC's books and produce it when a bank opens an account, when an investor performs due diligence, or when a court needs to resolve an internal dispute.

Why a Texas LLC Should Have One Anyway

Even though it is optional, a written company agreement does several jobs that the default rules cannot do as well:

Overrides defaults you dislike. The statutory defaults are one-size-fits-all. A company agreement lets you tailor management, voting thresholds, and profit sharing.
Reinforces limited liability. Documenting that the LLC is a separate entity, with its own governance and finances, supports the liability shield that protects members' personal assets.
Prevents and resolves disputes. Clear rules on deadlocks, buyouts, and exits reduce costly litigation between members.
Satisfies third parties. Banks, lenders, landlords, and investors routinely ask to see it before doing business with the LLC.
Controls succession. It specifies what happens when a member dies, withdraws, or wants to sell - especially important for a single-member LLC.

What to Include in a Texas Company Agreement

A thorough Texas company agreement typically covers the following. Each provision either customizes a BOC default or documents a decision the statute leaves to the members.

Provision	What it addresses
Company details	LLC name, principal office, registered agent, purpose, term
Members and ownership	Names, membership interests / percentages
Capital contributions	Initial contributions and rules for future contributions
Profits and losses	How income, losses, and distributions are allocated
Management	Member-managed or manager-managed; managers' authority
Voting	Voting power and approval thresholds for ordinary and major decisions
Transfers	Restrictions on selling or assigning a membership interest
Buy-sell / exit	Withdrawal, death, buyout price, and admission of new members
Dissolution	Events that trigger winding up and how assets are distributed

Member-Managed vs Manager-Managed

A key decision documented in the company agreement - and also declared on Form 205 - is whether the LLC is member-managed or manager-managed. In a member-managed LLC, the owners run day-to-day operations and each generally has authority to act for the company. In a manager-managed LLC, the members appoint one or more managers (who may or may not be members) to run the business, and non-managing members are more like passive investors. Under the BOC, an LLC is member-managed by default unless the certificate of formation and company agreement provide for managers. The company agreement should spell out managers' powers, appointment and removal, and the matters that still require member approval.

Single-Member vs Multi-Member

A single-member LLC has one owner and is taxed by default as a disregarded entity; its company agreement focuses on documenting the entity's separateness, the member's authority, and succession if the owner dies. A multi-member LLC has two or more owners and needs far more detail: how decisions are made, how profits are split (which need not match ownership percentages if the agreement says so), how disputes and deadlocks are resolved, and how a member can exit. Multi-member LLCs benefit most from a carefully drafted agreement because the statutory defaults about voting and distributions are the most likely to cause friction. For the tax side of each, see Texas LLC tax filing.

Statutory Default Rules (Chapter 101)

When a company agreement is silent, Chapter 101 of the Texas Business Organizations Code supplies the answer. Key defaults include: the LLC is member-managed; most decisions require the approval of members holding a majority interest; a person becomes a member only with the consent of existing members; and profits and distributions are governed by the statutory provisions rather than by any custom split. These defaults are reasonable but generic. Because a company agreement can override most of them, the practical effect of not having one is that you accept every default, sight unseen. Review the statute (linked in Sources) or consult an attorney to decide which defaults you want to change.

How to Adopt and Maintain It

Draft the agreement covering the provisions above, tailored to your LLC.
Sign - have every member (and manager, if manager-managed) sign and date it.
Store the signed original with your LLC records; give each member a copy.
Update it whenever members, ownership, or management change, and re-sign.

Adopt the company agreement around the time you file Form 205 and get your EIN, so your governance is settled before you open bank accounts or take on partners.

Frequently Asked Questions

Does Texas require an LLC operating agreement?

No. Texas law does not require one, but without a company agreement your LLC is governed entirely by the default rules in Chapter 101 of the Business Organizations Code, which may not match your intentions.

Do you file a Texas operating agreement with the state?

No. It is an internal document never filed with the Secretary of State. Only the Certificate of Formation (Form 205) is filed publicly.

What is a company agreement in Texas?

It is the Business Organizations Code's term for an operating agreement. Under Section 101.052 it governs the LLC's internal affairs and may be written, oral, or implied - but a written one is strongly recommended.

Does a single-member Texas LLC need an operating agreement?

Not legally, but it should have one. It documents entity separateness that supports limited liability, satisfies banks, and controls succession if the sole member dies.

What happens if a Texas LLC has no company agreement?

The Chapter 101 defaults apply: the LLC is member-managed, most matters need majority-member approval, and distributions follow the statute. A company agreement lets you override these.

Sources

Texas Business Organizations Code - Chapter 101, Limited Liability Companies (company agreement; default management and voting rules).
Texas Business Organizations Code - Section 101.052 (company agreement; may be written, oral, or implied).
Texas Business Organizations Code - Section 101.251 (management of the LLC by members or managers).
Texas Business Organizations Code - Chapter 1, Definitions ("company agreement," "governing documents").
Texas Business Organizations Code - Chapter 3, Formation and Governance (Certificate of Formation contents).
Texas Secretary of State - LLC Formation FAQs (what is filed vs. kept internally).
Texas Secretary of State - Business Organizations Code Forms (Form 205 Certificate of Formation).
Texas Secretary of State - Name Filings FAQs (member-managed vs manager-managed declaration).
IRS - Limited Liability Company (LLC) (single- vs multi-member default tax treatment).
IRS - Single-Member LLC (disregarded-entity treatment).
Cornell LII - Operating agreement (Wex) (general legal definition).
Cornell LII - Limited liability company (Wex) (governance overview).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney. Laws and statutory sections change; verify current requirements in the Texas Business Organizations Code and consider having an attorney draft or review your company agreement before you rely on it.