Texas LLC operating agreement: here, it’s called the company agreement.
Texas never requires the document and never files it, and it does not even call it an operating agreement: the Business Organizations Code, section 101.052, names it the company agreement and defines it as any agreement, written, implied, or oral, of the members about the business. That breadth is the trap: skip the written one and Texas may still find an agreement in your conduct, while the BOC’s default rules govern everything you never discussed, in a community-property state where a member’s spouse is quietly part of the math.
A custom operating agreement drafted to your ownership, management, and exit terms, reviewed before you sign.
Four facts cover the whole system
The contract governing relations among members, managers, officers, assignees, and the company itself, the BOC’s own scope list, under the Texas name: company agreement. It is a private document, never filed with the Secretary of State, and it controls over the code’s defaults on nearly everything. What we draft for you →
No: you can form and run a Texas LLC without ever signing one. But section 101.052 recognizes written, implied, and oral company agreements, so a company without a written one may already be bound by the version a court assembles later from conduct, and Texas courts make oral terms brutally hard to prove.
Ownership and votes, how money comes out, what happens when a member leaves, dies, or divorces, and who breaks a deadlock. Without answers, the BOC’s defaults answer for you. A written agreement costs nothing to adopt, because the state files nothing: there is no state fee at all. When we draft yours, the total is our drafting service fee plus a transaction fee, one-time or included on the plans, itemized on the pricing page before you pay, and the free template builders in our forms library are open to everyone, before signup or after.
Texas is a community-property state: a married member’s membership interest can carry a community component, which makes death and divorce clauses load-bearing. The company agreement is where you decide, in advance, what a spouse’s interest does and does not reach: management rights, buyouts, valuation.
✓ Accuracy verified against the state’s LLC act · checked 2026
Five fights, settled while everyone is friends
Texas requires nothing and files nothing: the company agreement of section 101.052 is a private contract that can be written, implied, or oral. The written one decides ownership, money, exits, deadlock, and what a spouse’s community interest reaches; without it, BOC defaults and reconstructed conduct decide instead.
Where you stand decides what you do next
Draft the company agreement with the formation, not after it. Form the Texas LLC and the agreement together, and remember the franchise-tax side has its own calendar either way.
Then under 101.052 you may already have an implied company agreement, reconstructed from conduct if it ever reaches a courtroom, where oral terms go to die. Writing it down converts memory into enforceable text while everyone still agrees.
Community property makes the exit clauses the whole ballgame: valuation method, buyout trigger, what a divorce decree can and cannot move. We draft those terms explicitly, before they are needed, which is the only time they are cheap.
The handshake held for years, until the decree arrived
Two of us built the Houston shop on a handshake, fifty-fifty, never wrote a word. Then my partner’s divorce hit, and suddenly three lawyers were arguing about what half of his half meant, with no buyout clause, no valuation method, nothing in writing. The court worked from the code’s defaults and our bank records. The agreement we never wrote cost more than every contract we ever signed.
Representative composite drawn from customer outcomes.
Ask what the agreement means for you
Does Texas require an operating agreement for my LLC?
Can I just use a free template?
Does the company agreement affect the franchise tax?
Every document your entity needs, drafted and kept in one place
Every state's record, one guide per state
Name AvailabilityDistinguishable is not the same as safe, check properly
Registered AgentA Texas address that never misses a service of process
Compliance CalendarYour deadlines tracked, so the record stays boring
CRMThe counterparties you vet become the clients you keep
Business BankingOpen the account the day your filing comes back
Texas, beyond the agreement
How to Start an LLC in Texas
Name search to filed Articles, the Texas playbook.
Read the guide → CostsWhat a Texas LLC Costs
State fees, the recurring bill, and the first-year total.
See the numbers → State hubForm a Business in Texas
Entity types, taxes, and the Texas playbook.
Open the hub → FileForm an LLC in Texas
From clean name to filed Articles, handled.
Start the filing →Texas Operating Agreement questions.
Is an operating agreement required for a Texas LLC?
No. Texas law does not require one, and it uses a different name: the company agreement, defined in BOC section 101.052 as any agreement, written, implied, or oral, of the members. A company without a written one can still be bound by an unwritten version. We draft the written one as part of operating agreement service.
Does a Texas company agreement get filed with the state?
Never: it is a private contract kept with your company records, not a filing. The Secretary of State has no copy and no role. What matters is that it exists, is signed, and can be produced when a bank, a title company, an investor, or a court asks, which is why ours live in your workspace document vault.
What happens if my Texas LLC has no company agreement?
The BOC’s default rules govern every internal question, ownership, money, exits, deadlock, and any unwritten understandings become litigation exhibits instead of terms. In a community-property state that also means death and divorce play out with no buyout or valuation clauses. Writing the agreement is how you keep the pen.
Why does Texas call it a company agreement?
The Business Organizations Code chose the term when it consolidated Texas entity law, but it is the same instrument other states call an operating agreement: the members’ contract about the business. Section 101.052 gives it sweeping scope, it governs relations among members, managers, officers, assignees, and the company itself.
Do single-member Texas LLCs need a company agreement?
Yes: banks and lenders demand one before opening accounts or closing loans, and the agreement is core evidence that the company is an entity distinct from its owner. For married single members, it is also where community-property expectations get written down. We draft single-member agreements with exactly that in mind.
What should a Texas company agreement include?
Ownership percentages and capital contributions, management and voting, distributions, transfer and exit rules including death and divorce with valuation and buyout mechanics, deadlock resolution, and dissolution terms. The clauses you skip are the fights you have later. We draft against a Texas-specific checklist, not a generic one.
Can File.Business draft my Texas company agreement?
Yes. The free builders in our forms library draft single-member, multi-member, and manager-managed agreements live in the browser, and our drafting service builds the custom version: your ownership, management, exits, and community-property-aware structure, reviewed before signing and stored in your document vault. A written agreement costs nothing to adopt, because the state files nothing: there is no state fee at all. When we draft yours, the total is our drafting service fee plus a transaction fee, one-time or included on the plans, itemized on the pricing page before you pay, and the free template builders in our forms library are open to everyone, before signup or after.
Still specific to your situation? Ask BosAI ↑
Start your business in the next 5 minutes.
No state-fee markup. Pay only the state fee. 60-day money-back guarantee.