Texas charges $300 to form an LLC — the highest formation fee of any major state — and then asks for no annual report at all. What it does ask for is a franchise tax filing every 15 May, even from companies that owe nothing. Since the 2024 changes, an LLC below the no-tax-due threshold no longer files a No Tax Due report, but it must still file a Public Information Report. The threshold for the 2026 report year is $2,650,000 of annualized total revenue, up from $2,470,000 the year before. Most Texas LLCs owe zero and still have a May deadline.
This page provides a free Texas LLC Operating Agreement template in both PDF and Microsoft Word format, drafted against Chapter 101 of the Texas Business Organizations Code. It uses the company agreement terminology Texas law employs, incorporates the § 101.052 waiver framework, and includes signature blocks for member-managed and manager-managed structures. Download the version that fits your workflow and customize the bracketed fields.
Free Texas LLC operating agreement template and sample form
Fill it in below and the document is generated in your browser — nothing is uploaded and there is no signup. The PDF and Word versions are there if you prefer to draft offline. Whichever you use, name who files the Public Information Report — 15 May applies even in a year when no franchise tax is owed.
Texas LLC Costs and Deadlines (Verified August 2026)
Texas calls the document a company agreement rather than an operating agreement; the terms are interchangeable in practice. Confirm current figures with the Texas Secretary of State and the Comptroller of Public Accounts before relying on them.
| Item | Amount | Detail |
|---|---|---|
| Certificate of Formation (domestic LLC) | $300 | Texas Secretary of State; among the highest nationally |
| Veteran-owned LLC | Fee waived | Plus a franchise tax exemption for the first five years |
| Annual report to the Secretary of State | None | Texas requires no Secretary of State annual report |
| Franchise tax report | Due 15 May | Filed with the Comptroller, every year |
| No-tax-due threshold (2026 report year) | $2,650,000 | Up from $2,470,000 for the 2025 report year |
| Below the threshold | No tax owed | No Tax Due report discontinued from the 2024 report year |
| Public Information Report | Still required | Filed by 15 May even when no tax is owed |
| Registered agent | $0–300/yr | Texas street address required |
| Company agreement filing | Not filed | Internal document; only the Certificate is public |
The Filing That Survives When the Tax Does Not
Texas restructured its franchise tax reporting and the change is still being misunderstood. The no-tax-due threshold rose sharply, and entities below it were relieved of filing a No Tax Due report — that form was discontinued starting with the 2024 report year.
What was not discontinued is the Public Information Report. An LLC under the threshold still files it by 15 May, and that filing is what keeps the company’s right to transact business intact. Owners who read the headline — small businesses no longer have to file — and concluded they had nothing to do in May are the ones who discover the gap when they need a certificate of account status for a sale or a loan.
The threshold moves. For the 2026 report year it is $2,650,000 of annualized total revenue, against $2,470,000 for 2025. Because it is indexed rather than fixed, a growing company should check the current figure each spring rather than relying on the number it learned when it formed.
The company agreement cannot change any of this, but it should name who is responsible for the May filing — the same clause that in most states covers an annual report.
How Far Section 101.052 Lets the Members Go
Texas states the principle broadly. Under § 101.052, the company agreement governs the relations among members, managers, and officers and the company’s internal affairs, and a provision of the title applicable to an LLC may be waived or modified in the company agreement. Where the agreement is silent, the code and other Texas law fill the gap.
That broad grant is expressly subject to § 101.054, which lists what cannot be waived or modified. The list is structural rather than behavioural: § 101.054 itself, a set of specific sections including 101.101, 101.151, 101.206 and 101.501, and entire chapters of the code — Chapters 4, 5, 10, 11 and 12 — along with parts of Chapters 1, 2 and 3. It also provides that the company agreement may not unreasonably restrict a member’s or assignee’s rights under § 101.502, and that rights granted to a third party cannot be waived without that party’s consent.
The result is a state that gives the members wide latitude over the economics and governance of their own deal while protecting the machinery of the entity itself — mergers, conversions, winding up, and the rights of people outside the agreement. In practice Texas sits closer to Delaware than to California, with the caveat that the flexibility is framed as waiver of specific statutory provisions rather than a general policy of freedom of contract.
Provisions That Matter Most Under Texas Law
- Franchise tax filing responsibility. Name who files the Public Information Report by 15 May, including in years when no tax is owed. This is the Texas equivalent of an annual report clause.
- Waiver and modification clause. Section 101.052 permits waiving or modifying statutory provisions in the company agreement. Say expressly which defaults you are displacing rather than leaving it implied.
- Member and assignee rights boundary. The agreement may not unreasonably restrict rights under § 101.502. Draft restrictions narrowly and give the business reason for them.
- Management designation. Member-managed or manager-managed, with officer roles if used. Texas permits officers, which many templates from other states omit entirely.
- Capital contributions and capital calls. What was contributed, what is promised, and the consequence of a missed call.
- Distributions. Allocation and timing, subject to the restriction on distributions that would leave the company unable to pay its debts.
- Transfer restrictions. The default gives an assignee economic rights without membership. State what admission requires.
- Buyout and exit mechanics. Texas provides no default right to withdraw and be paid fair value; if members want an exit, the agreement must create one.
Mistakes Specific to Texas LLCs
- Concluding that no tax due means no filing. The No Tax Due report was discontinued, but the Public Information Report is still due by 15 May. Missing it puts the company’s right to transact business at risk.
- Using last year’s threshold figure. The no-tax-due threshold is indexed and moves. It is $2,650,000 for the 2026 report year against $2,470,000 for 2025.
- Calling it an operating agreement in the document. Texas uses the term company agreement throughout Chapter 101. The substance is identical, but matching the statute’s language avoids arguments about which document a clause refers to.
- Assuming Delaware-style freedom is total. Section 101.052’s waiver power is expressly subject to § 101.054, which protects whole chapters of the code — mergers, conversions, and winding up among them.
Frequently Asked Questions
Does Texas require an LLC operating agreement?
No. Texas does not require one and it is never filed with the Secretary of State. Texas calls it a company agreement, and § 101.052 gives it broad authority to waive or modify statutory defaults, so an LLC without one runs entirely on the code’s defaults.
How much does it cost to form an LLC in Texas?
$300 for the Certificate of Formation, among the highest formation fees in the country. Veteran-owned LLCs may have the fee waived along with a franchise tax exemption for the first five years.
Does Texas require an annual report?
Not to the Secretary of State. Texas LLCs instead file a franchise tax report with the Comptroller by 15 May each year, including a Public Information Report when no tax is owed.
What is the Texas no-tax-due threshold?
$2,650,000 of annualized total revenue for the 2026 report year, up from $2,470,000 for the 2025 report year. Entities below it owe no franchise tax.
If I owe no franchise tax, do I still file something?
Yes. The No Tax Due report was discontinued starting with the 2024 report year, but the Public Information Report is still due by 15 May.
Can a Texas company agreement waive statutory provisions?
Broadly yes. Section 101.052 permits waiving or modifying provisions applicable to an LLC, subject to § 101.054, which protects specified sections and whole chapters including mergers, conversions, and winding up.
Is the company agreement filed with the state?
No. Only the Certificate of Formation and registered agent information are public record in Texas.
Can a Texas LLC have officers?
Yes. Texas expressly contemplates officers alongside members and managers, which is why a Texas company agreement often includes officer provisions that templates written for other states leave out.
Download the Free Texas LLC Operating Agreement
The template below is the Texas version, formatted for both print and editing. Fill the bracketed fields, have every member sign, and keep a signed copy with the company records. It is an internal document — you do not file it with the state.
Related Templates
Texas and Delaware both give members wide contractual latitude, though Delaware frames it as a policy of freedom of contract while Texas frames it as waiver of specific provisions. For a state that restricts far more, compare the California LLC operating agreement template. Every state is indexed in the LLC operating agreement by state hub, and the general LLC operating agreement template covers the shared structure.