Texas LLC Company Agreement Template

What a Texas LLC company agreement is for

Filing a certificate of formation creates a Texas LLC, but it says almost nothing about how the owners will run it together. That job belongs to the company agreement, and where the agreement is silent, the Texas Business Organizations Code fills the gap with default rules written to fit every company. Several of those defaults surprise owners: each member gets an equal vote whatever their ownership, profits are split by the agreed value of contributions recorded in the company's books, no member can withdraw, and admitting anyone new needs every member's consent.

This template is a complete company agreement for a Texas LLC with two or more members. It sets votes by ownership, lists the major decisions that need broader approval, handles capital calls and member loans, provides tax distributions so members can pay tax on their share of profits, restricts transfers with a right of first refusal, and includes buy-sell provisions for death, disability, divorce, bankruptcy and departure. A certificate of agreed value, a spousal consent and an organization checklist complete the package.

When to use it

Use it when two or more people form a Texas LLC, when an existing LLC has been running without a written agreement, or when a new member joins and the old agreement no longer fits. It works for member-managed and manager-managed companies taxed as partnerships.

It is not designed for a Texas series LLC, a professional LLC with licensing restrictions on ownership, a company with outside investors and preferred returns, or a company taxed as an S corporation that needs single-class-of-stock provisions. Those need an agreement drafted for their structure by a Texas business lawyer.

What's inside

The full list of sections and fields in this template, in the order they appear.

1. Formation

   • Filing date and SOS file number
   • Name
   • Registered agent and office
   • Principal office
   • Purpose
   • Term

2. Definitions

   • Capital Contribution
   • Percentage Interest
   • Majority and Supermajority in Interest
   • Managing Body
   • Transfer

3. Members and membership interests

   • Schedule A
   • Limited liability
   • Admission of new members
   • No withdrawal
   • Other activities or non-compete

4. Capital contributions

   • Initial contributions
   • Additional contributions and dilution
   • Member loans
   • Capital accounts

5. Allocations and distributions

   • Profits and losses by percentage
   • Distributions
   • Tax distributions
   • Insolvency limit

6. Management

   • Member-managed or manager-managed
   • Ordinary decisions and weighted voting
   • Ten major decisions
   • Officers
   • Meetings and written consent
   • Banking and signing authority

7. Duties, liability and indemnification

   • Standard of conduct
   • Conflict disclosure
   • Exculpation
   • Indemnification and advances
   • Insurance

8. Books, records and tax

   • Records under sections 3.151 and 101.501
   • Member access
   • Fiscal year and reports
   • Partnership classification
   • Partnership representative
   • Texas franchise tax

9. Transfers

   • Restriction
   • Estate planning transfers
   • Right of first refusal
   • Assignee rights

10. Buy-sell provisions

    • Six triggering events
    • Company and member options
    • Agreed value or appraisal
    • Payment terms
    • Life insurance

11. Winding up and general provisions

    • Winding-up events
    • Liquidation order
    • Governing law
    • Mediation and arbitration
    • Deadlock
    • Amendments
    • Notices
    • Single-member note

12. Signatures and Schedule A

    • Member signatures
    • Members
    • contributions
    • agreed values and percentages

13. Schedule B. Certificate of Agreed Value

    • Company value
    • Date
    • All members' signatures

14. Spousal Consent

    • Community property acknowledgment
    • Signature

15. Organization Checklist

    • Certificate of formation
    • Registered agent
    • EIN
    • Bank account
    • Contributions
    • Sales tax permit
    • Franchise tax
    • Assumed name
    • Beneficial ownership check
    • Agreed value
    • Spousal consents

Preview pages

How to complete the agreement

1. Copy the formation details. Enter the filing date, Secretary of State file number, registered agent and principal office exactly as on the certificate of formation.
2. Fill in Schedule A. List each member's contribution, its agreed value and the resulting percentage interest; the percentages must total 100%.
3. Choose the management structure. Member-managed or manager-managed, matching what the certificate of formation says.
4. Set the approval thresholds. Decide what counts as a supermajority and which of the ten major decisions need it, and set the borrowing and lawsuit limits.
5. Decide capital and distribution policy. Choose what happens if a member does not join a capital call, set the member loan interest rate and the tax distribution rate.
6. Choose the competition rule. Either allow members' other businesses or set a narrow non-compete.
7. Set the buy-sell terms. Choose agreed value or appraisal, the payment terms and any discount for termination for cause; sign Schedule B with today's value.
8. Name the partnership representative. Choose who will deal with the IRS in an audit.
9. Sign, then complete the checklist. All members sign, each married member's spouse signs the consent, and the company works through the organization checklist.

Example: a completed excerpt

Two fictional founders, Marcus Reyes and Dana Whitfield, form Hill Country Remodeling, LLC in Austin:

Schedule A: Marcus Reyes, cash $30,000, agreed value $30,000, 60%. Dana Whitfield, work truck and tools, agreed value $20,000, 40%. 6.1 Management: Member-managed. 6.3 Major decisions: approval of all Members; borrowing limit $25,000. 11.3 Price: Agreed value. Schedule B: company value $150,000 as of January 15, 2026. 11.4 Payment: 20% at closing, balance over 36 monthly instalments at 7% a year.

Under the Code's defaults Marcus and Dana would each have one equal vote; under this agreement Marcus's 60% carries ordinary decisions, but any loan over $25,000 needs both of them. If Dana's interest were bought out after a triggering event, her 40% share of the $150,000 agreed value would be $60,000: $12,000 at closing and the remaining $48,000 by a three-year promissory note.

Texas rules to know

These are the Texas Business Organizations Code provisions this agreement relies on or replaces.

• The agreement governs (section 101.052). The company agreement governs internal affairs, and most of the Code's LLC provisions may be waived or modified, except those listed in section 101.054.
• Governing authority (section 101.251). Managers or members, as the agreement or certificate of formation provides.
• Equal votes by default (section 101.354). Each member has an equal vote unless the agreement provides otherwise.
• Default approvals (section 101.356). Majority of all members for fundamental business transactions; unanimous members to amend the certificate of formation.
• Written consent (section 101.359). Action without a meeting by the votes needed at a meeting, unless the governing documents say otherwise.
• Allocations and distributions (sections 101.201 and 101.203). By agreed value of contributions unless the agreement provides otherwise; no distribution that would make the company insolvent (section 101.206).
• Members and transfers (sections 101.105, 101.107 to 101.109). New members and assignees need all members' approval by default; members may not withdraw; assignees get economic rights only.
• Duties (section 101.401). The agreement may expand, restrict or eliminate duties, within the limits the Code sets.
• Records (sections 101.501 and 101.502). Required records, including six years of tax returns, and members' right to inspect for a proper purpose.

Mistakes that cause LLC disputes

Most fights between LLC owners come back to something the agreement never covered. Owners assume votes follow ownership when the Code gives everyone an equal vote. A partner stops working in the business but keeps an equal say and an equal share of profits, because there was no buy-sell trigger for departure. The agreed value was set once at formation and never updated, so a buy-out after five years becomes an expensive appraisal fight. A divorce puts a former spouse in line for part of the company because nobody signed a spousal consent. This agreement's voting, buy-sell, agreed value and spousal consent provisions are there to settle each of those questions while the owners still agree.