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Texas does not collect your operating agreement. The Secretary of State's formation FAQ answers the question directly: a business entity keeps its internal governing documents at its principal office. It adds that no statute permits the filing of these documents with the office, so it cannot accept them.
That means the agreement stays private. Nobody at the state will review it, and nobody will tell you if it has gaps. Our Texas LLC guide covers the filing that is required, the Certificate of Formation.
Does Texas require one?
The FAQ does not say. We checked the state's formation pages and they speak only about where the document is kept, not about whether you must have one. We have no quoted source for the default rules that apply when an LLC has none. Do not assume a gap-filler will fit your plans. If the answer matters to you, ask a Texas lawyer.
What should a Texas company agreement cover?
Start with what Form 205 already asks, and make the agreement match it.
- Management. Form 205 has you choose between an LLC that initially has managers and one that does not. If it has managers, you list each initial manager. If not, you list each initial member. Say in the agreement who runs the company day to day and how that can change.
- Name. The name has to contain "limited liability company," "limited company," or an abbreviation of one. Use the exact legal name in the first line.
- Registered agent. Texas lets a Texas resident individual, or a domestic or registered foreign entity, serve. Record who the agent is and who may replace them. Our Texas registered agent guide explains the change form.
- Money and tax. The Comptroller sets the franchise tax report date at May 15, with no tax due at or below $2,650,000 in revenue. Name the person who files it. Form 205 also asks for the mailing address used for state franchise tax mail, so say who receives that mail.
- Series language. Only if you plan a series LLC. The state says the language required by its code must appear in the certificate and in the agreement.
One member or several?
A one-owner LLC needs a short agreement that confirms the owner holds all interests and runs the business. A multi-member LLC needs rules on contributions, profit splits, voting, buying out a member and what happens on a death or exit. Use our single-member operating agreement guide or our multi-member operating agreement guide.
What goes to the state and what stays with you?
It helps to split the paperwork in two piles.
- Filed with the Secretary of State. The Certificate of Formation on Form 205, which carries a $300 filing fee. A change of registered agent is filed on Form 401.
- Kept at your principal office. The company agreement and any other internal governing document.
Terms the state does not ask for, such as profit splits, belong in the second pile. Anything the state's form asks for, such as the manager or member names on Form 205, goes into the filing.
Where do I get a template?
Our free operating agreement template is generic. It is not legal advice, and it is not written for Texas. Treat it as a first draft. Change the management section to match your Form 205 and add the Texas items above.
After you sign
Store the signed copy at your principal office, since that is where the state says these documents belong. Give each member a copy. Then get an EIN with our EIN guide and open a bank account in the LLC's name. Keep it where you can find it quickly.