Is an operating agreement required for Texas LLCs?

This page has not confirmed whether Texas law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what Texas requires, check the website of the state agency that registers LLCs in Texas, or ask a business attorney licensed in Texas.

Can I write my own Texas LLC operating agreement?

Yes, you can write your own Texas LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in Texas's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in Texas, and consider having a business attorney licensed in Texas review your draft before the members sign it.

Does a Texas LLC operating agreement need to be notarized?

This page has not confirmed whether Texas law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.

What happens if my Texas LLC doesn't have an operating agreement?

Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in Texas's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Texas before you draft the agreement.

Can I amend my Texas LLC operating agreement later?

Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Texas's LLC law can apply, so check them, or ask a Texas business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Certificate of Formation on file with the state, Texas uses a separate filing, the Certificate of Amendment.

Texas LLC Operating Agreement: What to Include

What to put in an operating agreement for your Texas LLC, and how single-member and multi-member agreements differ.

By Edmond Hui · Last updated: October 2026

Affiliate disclosure: We may earn a commission at no extra cost to you.

Form your LLC with Northwest ($39 + state fee)Includes a year of registered agent service. After year one, registered agent service is $125/yr. That enrolls you by default in annual report filing at $100 plus state fees, charged automatically to your saved payment method and cancellable any time.

Not sure which service is right? Compare formation services →

Key sections of a Texas LLC operating agreement, listing the 7 provisions the document should cover. — What a Texas operating agreement should contain, section by section. Source: Texas Secretary of State.

What to Include in Your Operating Agreement

Ownership & membership

Define each member's ownership percentage, capital contributions, and membership interests. This establishes who owns what portion of your LLC and prevents future disputes.

Management structure

Specify whether your LLC is member-managed or manager-managed, and outline the roles and authority of managers or managing members. This clarifies who makes day-to-day business decisions.

Voting rights

Establish voting procedures for major decisions, including what constitutes a quorum and what percentage is needed for approval. This ensures important business decisions are made properly.

Profit/loss allocation

Detail how profits and losses will be distributed among members, which may differ from ownership percentages. This prevents confusion during tax season and profit distributions.

Member duties

Define each member's responsibilities, time commitments, and any restrictions on competing businesses. This sets clear expectations and protects the LLC's interests.

Dissolution process

Outline the circumstances that trigger dissolution and the process for winding up business affairs. This provides a clear exit strategy and protects all members' interests.

Amendment procedures

Specify how the operating agreement can be modified, including voting requirements and documentation needs. This allows for future changes while maintaining proper governance.

Read this guide for another state:

Frequently Asked Questions

: This page has not confirmed whether Texas law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what Texas requires, check the website of the state agency that registers LLCs in Texas, or ask a business attorney licensed in Texas.
: Yes, you can write your own Texas LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in Texas's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in Texas, and consider having a business attorney licensed in Texas review your draft before the members sign it.
: This page has not confirmed whether Texas law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.
: Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in Texas's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Texas before you draft the agreement.
: Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Texas's LLC law can apply, so check them, or ask a Texas business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Certificate of Formation on file with the state, Texas uses a separate filing, the Certificate of Amendment.

Sources

4 documents

Each entry below is a document recorded in our verified Texas sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so. Where we hold the citation but no stable public link, the citation is printed on its own rather than pointed at a guessed address.

Texas statute: Texas Business Organizations Code (TBOC), Chapter 101-116 (LLC provisions)
Texas statute: Texas Business Organizations Code (TBOC) (operating agreements)
Texas statute: Texas Business Organizations Code (default rules)
sos.state.tx.us/corp/index.shtmlTexas Secretary of State: business entity filings

More for Texas LLCs

Start and set up

Taxes, money and growth

Stay compliant

Operate in other states

Compare structures

By owner type

Forming an LLC in Texas?

See how Northwest Registered Agent, Bizee, ZenBusiness and LegalZoom, the formation services we partner with, compare on 3-year cost, BBB rating and Trustpilot score before you choose.

Compare Services →

Ready to Form Your Texas LLC?

Affiliate disclosure: We may earn a commission at no extra cost to you.

Not sure which service is right? Compare formation services →

Edmond Hui · Founder, MyStateLLC

Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.

How we check facts

What to Include in Your Operating Agreement

Ownership & membership

Management structure

Voting rights

Profit/loss allocation

Member duties

Dissolution process

Amendment procedures

Frequently Asked Questions

Sources

More for Texas LLCs

Start and set up

Taxes, money and growth

Stay compliant

Operate in other states

Compare structures

By owner type

By profession

Ready to Form Your Texas LLC?

More Texas LLC Guides

Related guides