Windward Navigator · Texas formation pack
The operating agreement for a Texas limited liability company — single-member or multi-member, member- or manager-managed — covering contributions, percentage interests, distributions, management and voting, transfer restrictions, buy-sell events, tax treatment, indemnification, and winding up under the Texas Business Organizations Code.
Generates the company agreement (what other states call an operating agreement) for a Texas LLC under Chapter 101 of the Business Organizations Code — single-member or multi-member, member- or manager-managed — with capital contributions and percentage interests, allocations and distributions, management and voting, major-decision approvals, transfer restrictions and a right of first refusal, buy-sell events, tax classification, indemnification, and winding up.
You have formed (or are forming) a Texas LLC and need the owners' deal in writing before money moves. Single-member companies need one too: banks, landlords, and the IRS will ask, and it is your best evidence that the company is separate from you.
You have investors who negotiated economics other than pro rata (preferred returns, waterfalls, profits interests, multiple classes), a series LLC, a professional LLC, more than twelve members, or members outside the United States. Those are fixed-fee drafting matters; ask us.
The exact company name as filed, the formation date, each member's legal name, address, contribution, and percentage, and decisions on management, major-decision voting, transfers, and tax treatment. If you have not formed yet, generate the Formation Checklist first.
No statute requires one, but the Business Organizations Code's default rules apply to anything the agreement does not cover, and several of those defaults (unanimous consent for many actions, for example) are not what most owners want. A written agreement is the practical requirement.
Member-managed suits a small group of owners who all run the business. Manager-managed is the usual choice when some owners are passive, when you want officers with clear authority, or when investors are coming. The choice must match your certificate of formation.
No. The agreement is written to Texas law and cites the Texas Business Organizations Code. Other states have different default rules and formalities.
Windward Navigator documents and guides are general information and general forms for Texas businesses, not legal advice about your company, and no attorney reviews your answers unless you engage the firm. Using Navigator does not create an attorney–client relationship. Attorney advertising.
