Sample Limited Liability Company Operating Agreement (TX-Single-Member LLC)
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
A Single Member-Managed Limited Liability Company
ARTICLE I Company Formation
1.1 FORMATION. The Member agrees to form a Limited Liability Company (“Company”) in accordance with the provisions of title 3, chapter 101 of the Texas Business Organizations Code. The Company will be formed as an LLC, effective immediately upon filing of a Certificate of Formation with Secretary of State of Texas.
1.2 NAME OF LLC. The name of the Company shall be:
1.3 REGISTERED AGENT AND REGISTERED OFFICE. The initial registered agent and registered office for the Company shall be:
A statement will be filed with the Secretary of State of Texas to effect a change to the Certificate of Formation if the registered agent or registered office changes.
1.4 TERM. The Company shall continue in perpetuity.
1.5 BUSINESS PURPOSE. The purpose for which the company is formed is for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Texas Business Organizations Code. Not limiting the generality of the foregoing, at the effective time of its formation, the Company primary business will be in the [BROAD DESCRIPTION] industry. [CONSIDER IF ADDITIONAL INFORMATION IS NECESSARY OR APPROPRIATE – ESPECIALLY IF FORMING A MULTI-MEMBER LLC].
1.6 PRINCIPAL PLACE OF BUSINESS. The principal place of business of the Company shall be:
The principal place of business may be changed to a location the Member may select. The Member may also choose to store company documents at any address the Member chooses.
1.7 MEMBER. The name and place of residence of the member:
2.1 INITIAL CONTRIBUTION. The Member will contribute to the Company property and cash with a total value $_________, divided between cash in the amount of $______ and the following property:
3.1 NO-MANAGER LLC. The Company will not have a manager. A statement will be filed with the Secretary of State of Texas to effect a change to the Certificate of Formation before this status changes.
4.1 DISREGARDED ENTITY. The Company will be disregarded as separate from its owner in accordance with Treasury Regulation 301.7701-3.
NOW, THEREFORE, the Member adopts this Limited Liability Company Operating Agreement.