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LLC Operating Agreement

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A Texas multi-member (company) agreement form is a legal document that would be used by companies that would have one or more contributing, managing members. The form will assist the members in the establishment of company operational procedures and policies. This document will also provide tax benefits, once the document is completed and filed with the state.

This document is not a prerequisite to any entity conducting business inside of the state, however, the members should be advised that without implementing this document, in the event the company would be faced with any form of litigation in which the courts would find against the company and in favor of the plaintiff, the members could be placed in the position of liquidating their private assets and/or financial accounts to pay restitution to claimants.

The members should take the time to review the entire document to ensure that they fully understand the language. If any of the members are unclear, the members should consider a collective consultation with a knowledgeable attorney for clarification and assistance.

How to Write

Step 1 – Download the document. Place the company name in the line at the top of the form

Step 2 –  Agreement – Submit:

• The date that the document will become effective (mm/dd/yyyy)
• Member’s full names

Step 3 – The Company – Enter:

Formation –

• The commencement date of the agreement in mm/dd/yyyy format
• The company name
• The business name that will be used while conducting the principal business

Name – Provide:

• A business name that will be used to conduct the company’s business
• Purpose – Read the information

Office –

• Enter the address that is maintained where the principal business will be performed

Registered Agent – Submit:

• The name of the agent who was initially registered
• Enter the registered address of the office where company will be maintained

Term –

• Submit the commencement date – mm/dd/yyyy

Review the titles:

• Names and Addresses of Members
• Admission of Additional Members

Step 4 – Titled Sections and Subsections – Members must review all of the sections and subsections as follows:

• Capital Contributions – subsections 2.1 through 2.3
• Allocations of Profits and Losses;Distributions – subsections 3.1 through 3.3
• Indemnification
• Powers and Duties of Managers, Section 5.1  – subsections 5.1.1 through 5.3
• Salaries, Reimbursement and Payment of Expenses – subsections 6.1 through 6.3
• Books of Account, Accounting Reports, Tax Returns, Fiscal Year, Banking 7.1 through 7.4
• Transfer of Membership Interest – 8.1 and 8.2 (subsections 8.2.1 through 8.2.5) – and 8.4 (subsection 8.4.1) – 8.5 (subsections 8.5.1 through 8.5.5)
• Dissolution – Review 9.1  (subsections 9.1.1 through 9.1.4 and 9.2 subsections 9.2.1 through 9.2.3)

Step 5 – General Provisions – Review the following information titles:

• Amendments
• Governing Law
• Entire Agreement; Modification
• Attorney Fees
• Further Effect
• Severability
• Captions
• Notices

Step 6 – Member’s Signatures, Additional Information and Notarization – Members must apply all signatures in the presence of a notary public so that the document may be effective

• All members must submit their typed or printed names
• Members must provide their respective signatures

Listing of Members – Schedule 1 – Enter the following:

• Place company name into the first line of the page
• The date that the member list shall become effective (dd/m/yy)
• Member’s names
• Member’s addresses
• Type or print all member’s names
• Members signatures

Listing of Capital Contributions -Schedule 2 – Submit the following information:

• The company name at the beginning of the page
• Member’s names
• Member’s respective contributions
• Member’s percentage of interest
• Date of member’s signatures (dd/m/yy)
• Type or print the names of all members
• Member’s signatures

Listing of Valuation of Members Interest – Schedule 3 –Enter the following information:

• The name of the company at the top of the page
• Member’s names
• Members Valuation Endorsement amounts
• Date all member’s signatures, in dd/m/yy format
• All members signatures (must be submitted before a notary public)

Step 7 – Notarization –

• Once the document is completed, the notary public will witness and record all member’s signatures. The notary shall then complete the remainder of the document with their required information, the notary’s signature. The notary shall acknowledge the signatures by affixing the notary seal.

All members must receive an individual copy of the document for their personal record keeping.