Texas LLC Operating Agreement

OPERATING AGREEMENT OF [LLC NAME], LLC A Texas Limited Liability Company Effective Date: [DATE] ───────────────────────────────────────── ARTICLE I — ORGANIZATION 1.1 Name. The name of the Company is [LLC Name], LLC. 1.2 Principal Office. [Street Address, City, TX ZIP]. 1.3 Registered Agent. [Agent Name, Agent Address in Texas]. 1.4 Purpose. The Company is organized to conduct any lawful business activity permitted under the laws of Texas. 1.5 Duration. The Company shall continue until dissolved pursuant to this Agreement or Texas law. ───────────────────────────────────────── ARTICLE II — MEMBERS AND OWNERSHIP 2.1 Members. [Member 1 Full Name] ........ [__]% ownership interest [Member 2 Full Name] ........ [__]% ownership interest (For single-member LLCs: [Your Full Name] ...... 100%) 2.2 Capital Contributions. [Member 1]: $[Amount] contributed on [Date]. [Member 2]: $[Amount] contributed on [Date]. 2.3 Additional Contributions. No member shall be required to make additional contributions without unanimous consent. ───────────────────────────────────────── ARTICLE III — MANAGEMENT 3.1 Management Structure. ☐ Member-Managed: All members share management authority. ☐ Manager-Managed: Management delegated to: [Manager Name(s)], who need not be a member. 3.2 Voting. Matters requiring a vote shall be decided by: ☐ Majority of ownership interest (>50%) ☐ Unanimous consent of all members The following require unanimous consent: [list major decisions, e.g., admitting new members, selling company assets, dissolving]. 3.3 Meetings. Meetings may be held in person, by phone, or by written consent. No formal annual meeting is required. ───────────────────────────────────────── ARTICLE IV — FINANCES 4.1 Distributions. Net profits shall be distributed to members in proportion to their ownership interests, at such times as the Manager(s)/Members determine. 4.2 Allocations. Profits, losses, and credits shall be allocated to members in proportion to ownership interest. 4.3 Bank Accounts. The Company shall maintain one or more business bank accounts in the Company's name only. Members shall not commingle personal and Company funds. ───────────────────────────────────────── ARTICLE V — TRANSFER OF MEMBERSHIP INTERESTS 5.1 Restrictions. No member may sell, transfer, or pledge their interest without prior written approval of all other members. 5.2 Right of First Refusal. Before transferring any interest to a third party, the selling member must offer it to remaining members at the same price and terms. 5.3 Buy-Sell on Death or Disability. Upon death or permanent disability of a member, remaining members may purchase the departing member's interest at [fair market value / a formula defined in Schedule A]. ───────────────────────────────────────── ARTICLE VI — DISSOLUTION 6.1 Events of Dissolution. The Company shall dissolve upon: (a) unanimous written consent of all members; (b) an event making continuation of business unlawful; (c) judicial dissolution ordered by a Texas court. 6.2 Winding Up. Upon dissolution, the Company shall pay all debts and liabilities before distributing remaining assets to members in proportion to ownership interest. ───────────────────────────────────────── ARTICLE VII — MISCELLANEOUS 7.1 Governing Law. This Agreement is governed by the laws of the State of Texas. 7.2 Entire Agreement. This Agreement supersedes all prior agreements among members regarding the Company. 7.3 Amendments. This Agreement may be amended only by written consent of members holding [majority / all] interests. 7.4 Severability. If any provision is found unenforceable, the remainder of this Agreement remains in full force. ───────────────────────────────────────── SIGNATURES By signing below, each member agrees to the terms of this Operating Agreement. Member 1: _________________________ Date: __________ Print Name: [Full Legal Name] Ownership: [__]% Member 2: _________________________ Date: __________ Print Name: [Full Legal Name] Ownership: [__]% (Add signature blocks for each member)