How do I file an LLC operating agreement?

Filing a Texas limited liability company operating agreement is typically not a formal requirement. Instead, this document remains internal and is kept with your LLC's records. However, it is essential to ensure all members have signed it and that it aligns with your filed Certificate of Formation.

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Texas Dissolution Package to Dissolve Limited Liability Company LLC

Texas Limited Liability Company Operating Agreement

Category:

Limited Liability Company - Dissolution

State:

Texas

Control #:

TX-DP-LLC-0001

Format:

Instant download

Description

The Texas limited liability company operating agreement outlines the rules and regulations governing the internal affairs of a limited liability company (LLC) in Texas. Key features include provisions for the management structure, member rights, decision-making processes, and the distribution of profits and losses. When using this agreement, users should clearly define roles and responsibilities of members, as well as procedures for resolving disputes. Filling and editing instructions emphasize the importance of adhering to Texas laws and tailoring the agreement to meet the specific needs of the LLC. This form is particularly useful for attorneys, partners, owners, associates, paralegals, and legal assistants as it provides a standardized framework for establishing the operational guidelines of an LLC. It helps prevent misunderstandings among members, promotes compliance with legal requirements, and provides a clear process for dissolution if necessary. By utilizing this operating agreement, stakeholders can ensure better governance and smoother operations within the company.

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FAQ

To file a Texas limited liability company operating agreement, first, ensure that the document is drafted correctly. This agreement outlines the management structure and operating procedures for your LLC. Unlike other documents, you do not need to file the operating agreement with the state; however, keeping it on record is crucial for your business's operations. Utilizing platforms like US Legal Forms can simplify the process by providing templates and guidance, ensuring your Texas limited liability company operating agreement meets all necessary legal requirements.

In Texas, an LLC operating agreement does not need to be notarized to be valid. However, notarization can enhance the credibility of the document, especially in the event of disputes. Keeping a well-drafted Texas limited liability company operating agreement is essential for a smooth operation. To ensure everything is done correctly, check out US Legal Forms for helpful templates and resources.

Creating your own Texas limited liability company operating agreement is certainly possible. This document can reflect your specific business structure and member roles. However, ensure that it complies with Texas laws and addresses all critical aspects of your LLC’s operation. For guidance and templates, consider US Legal Forms; their resources can streamline the creation of your operating agreement.

If your Texas LLC has no operating agreement, state law will dictate how your business is governed. This may lead to unintended consequences, as the default laws might not align with your intentions. Establishing a Texas limited liability company operating agreement can help avoid conflicts and ensure all members are on the same page. Use tools from US Legal Forms to easily create an agreement suited for your LLC.

While Texas does not legally require all LLCs to have an operating agreement, it is highly beneficial to create one. A Texas limited liability company operating agreement provides clarity on ownership, decision-making, and operational procedures. Without it, you may face confusion or disputes among members in the future. Using resources like US Legal Forms can help you draft an effective agreement that meets your business requirements.

Yes, you can write your own Texas limited liability company operating agreement. This document outlines how your LLC will operate and the responsibilities of its members. However, it's important to ensure that your agreement complies with Texas laws and adequately reflects your business needs. Consider using online resources, like US Legal Forms, to simplify the process and guarantee that your operating agreement is both comprehensive and legal.

Another name for the operating agreement is the member agreement or the LLC agreement. Each term highlights different aspects but refers to the same Texas limited liability company operating agreement overall. It is crucial to refer to this document to ensure all members are on the same page regarding management and procedures.

Indeed, an LLC agreement is simply another term for an LLC operating agreement. Both documents share the same purpose: to outline how your Texas limited liability company operates and to define the roles of members. Consistently, using either term is valid, and clarity is key.

You do not file the Texas limited liability company operating agreement with the state. Instead, keep this document in your business records at your principal place of business. It's a good practice to have it accessible and to provide copies to all members for transparency.

Filing a Texas limited liability company operating agreement is typically not a formal requirement. Instead, this document remains internal and is kept with your LLC's records. However, it is essential to ensure all members have signed it and that it aligns with your filed Certificate of Formation.

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Texas Dissolution Package to Dissolve Limited Liability Company LLC

TEXAS
LIMITED LIABILITY COMPANY DISSOLUTION

STATUTORY REFERENCE:

Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Texas Statutes: Business Organization Code; Title 1, Chapter 11 & Title 3, Chapter 101, Subchapter L

DISCUSSION

A Texas limited liability company (LLC) is dissolved and it must wind up its business affairs upon the happening of the first to occur of the following:

the period fixed for the duration of the LLC expires;
the occurrence of events specified in the articles of organization or in the regulations to cause dissolution;
the action of the members to dissolve the LLC;
if no capital has been paid into the LLC, the act of a majority of the managers or members named in the articles of organization to dissolve the limitedÂ liability company;
except as otherwise provided upon the death, expulsion, withdrawal pursuant to or as provided in the articles of organization or regulations, bankruptcy, or dissolution of a member or the occurrence of any other event which terminates the continued membership of a member in the LLC; or
entry of a decree of judicial dissolution under Section 6.02 of this Act.

A LLC is not upon the happening of an event of dissolution if there is at least one remaining member, and the business of the LLC is continued by the vote of that/those members as stated in the articles of organization or regulations of the LLC, or if not so stated, by all remaining members.

Unless otherwise provided in the articles of organization or in the regulations, an election to continue the business of the LLC must be made within 90 days after the date of the occurrence of the event of dissolution. If an election to continue the business of the LLC is so made, the election is not effective unless an appropriate amendmentÂ extending the period fixed for the duration of the LLC or deleting the event specified in the articles of organization that caused the dissolution is made by the LLC to its articles of organization during the three-year period following the date of the event of dissolution.

When the LLC is dissolved, the affairs of the business must be wound up as soon as reasonably practicable. The winding up is accomplished by the managers or members or by any other person or persons designated by the articles of organization, by the regulations, or by resolution of the managers or members. (A court of competent jurisdiction, on cause shown, may wind up the LLC's affairs on application of any member or the member's legal representative or assignee and may appoint a person to carry out the liquidation and may make all other orders, directions, and inquiries that the circumstances require.)

When the LLC is dissolved, and BEFORE it files Articles of Dissolution, the LLC

must cease to carry on its business except as may be necessary for the winding up process.

must send a written notice by registered or certified mail of the intent of the LLC to dissolve to each known creditor of and claimant against the LLC.

must collect its assets, convey and dispose of such of its properties as are not to be distributed in kind to its members, pay, satisfy or discharge its liabilities and obligations, (or make adequate provisions for payment and discharge of those liabilities and obligations), and

must do all other acts required to liquidate its business and affairs.

Â In the event that the assets of the LLC are not sufficient to satisfy or discharge all the LLC's liabilities and obligations, the LLC must apply those assets so far as they will go to the just and equitable payment of the liabilities and obligations.

After paying or discharging all of its obligations, or making adequate provisions for payment and discharge of those obligations, the LLC must then distribute the remainder of its assets, either in cash or in kind, among its members according to their respective rights and interest.

On the winding up of a LLC, the assets must be paid orÂ transferred as follows:

to the extent otherwise permitted by law, to creditors, including members who are creditors in satisfaction of liabilities (other than for distributions) of the LLC, whether by payment or by establishment of reserves;

unless otherwise provided by the articles of organization or regulations, to members and former members in satisfaction of the company's liability for distributions; and

unless otherwise provided by the articles of organization or regulations, to members its members according to their respective rights and interest.

When all liabilities and obligations of the LLC have been paid or discharged (or adequate provision has been made for those liabilities and obligations) and all of the remaining property and assets of the LLC have been distributed to its members according to their respective rights and interest, articles of dissolution are filed by a manager or authorized member, or in the case of a dissolution by action of the organizer of the LLC, by the organizer. In the event the LLC property and assets are not sufficient to satisfy and discharge all the LLC's liabilities and obligations and all the property and assets have been applied so far as they will go to the just and equitable payment of the LLC's liabilities and obligations, articles of dissolution are filed at that time.

If the LLC has elected to dissolve by action of its members, a copy of the resolution to dissolve, together with a statement that the resolution was adopted in accordance with Section D, Article 2.23, of this the Limited Liability Company Act.

When the articles of dissolution filed, there must be filed with them a certificate (#05-305 or #05-329) from the Comptroller of Public Accounts that all franchise taxes have been paid and that the company is in good standing for the purpose of dissolution.

A tax year ends on December 31st. The company must be in good standing through the date of receipt of the articles of dissolution by the secretary of state. A post mark date will not be considered as the date of receipt. The Secretary of State suggests thatÂ companies attempting to dissolve prior to the end of the franchise tax year, make their submissions well in advance of the tax deadline.

Limited liability companies not dissolved on or before December 31st will be subject to the new franchise tax year's requirements as of January 1st.

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Texas Dissolution Package to Dissolve Limited Liability Company LLC

TEXAS
LIMITED LIABILITY COMPANY DISSOLUTION

STATUTORY REFERENCE:

Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Texas Statutes: Business Organization Code; Title 1, Chapter 11 & Title 3, Chapter 101, Subchapter L

DISCUSSION

A Texas limited liability company (LLC) is dissolved and it must wind up its business affairs upon the happening of the first to occur of the following:

the period fixed for the duration of the LLC expires;
the occurrence of events specified in the articles of organization or in the regulations to cause dissolution;
the action of the members to dissolve the LLC;
if no capital has been paid into the LLC, the act of a majority of the managers or members named in the articles of organization to dissolve the limitedÂ liability company;
except as otherwise provided upon the death, expulsion, withdrawal pursuant to or as provided in the articles of organization or regulations, bankruptcy, or dissolution of a member or the occurrence of any other event which terminates the continued membership of a member in the LLC; or
entry of a decree of judicial dissolution under Section 6.02 of this Act.