LLC Operating Agreements
Many LLC disputes begin with a company agreement that does not address the event now dividing the owners. Common gaps involve capital obligations, management authority, deadlock, transfers, death, divorce, withdrawal, and the terms of an eventual buyout.
The firm drafts and revises Texas company agreements around the owners’ actual economic and governance decisions. The agreement is reviewed provision by provision so that control, distributions, transfer restrictions, fiduciary duties, and exit mechanics are understood before they are tested.
The Texas statute supplies default rules, not a complete operating agreement. The agreement should address control, economics, transfers, departures, deadlock, and the disputes the statute does not resolve for the members.
Services
- Company agreements for member- and manager-managed LLCs
- Capital contribution, allocation, and distribution mechanics
- Transfer restrictions, buy-sell provisions, and ROFR structures
- Deadlock, withdrawal, and expulsion mechanics
- Fiduciary duty calibration under the TBOC
- Amendments, restatements, and joinders for existing companies
Representative Experience
Company agreements and governance documents for operating companies, professional practices, family entities, and SPE borrowers — including agreements restructured to satisfy institutional lender separateness covenants.
Counsel to LLC members and managers on authority, voting rights, and fiduciary obligations under the Texas Business Organizations Code — both in drafting and in dispute.
Representative matters. Prior results do not guarantee a similar outcome.
Process
Governance intake
Owners, capital, control expectations, and exit horizon.
Term sheet
The decisions that matter, in plain language, before drafting begins.
Draft and review
The complete agreement, with a provision-by-provision walkthrough.
Execution
Signed agreement, consents, and updated records.
FAQs
We already have an operating agreement from formation. Is that enough?
If it was a form, probably not — the question is whether it answers deadlock, death, and departure. A focused review can identify the material gaps.
What does “drafted against litigation” mean?
Litigation experience helps identify provisions that commonly generate competing interpretations and should be made more precise before execution.
Can one lawyer represent all the members?
Sometimes, with informed consent; often the firm represents the company or one constituency and says so plainly. We address this at intake, not after.
From the Resource Center
The Operating Agreement Your LLC Actually Needs
Company agreements for Texas LLCs, drafted against the disputes that follow silence.