An operating agreement — called a company agreement in the Texas statute — is the private contract among the owners of an LLC. It answers the questions that break up El Paso partnerships: Who owns what percentage? Who can sign a lease or take out a loan? How are profits split when one partner works full-time and the other only invested money? What happens when a member divorces, dies, moves to Juárez or simply wants out? Texas does not require the agreement to be filed anywhere, which is exactly why so many El Paso LLCs formed online never have one, and why a disagreement between brothers or friends turns into a lawsuit with nothing in writing to resolve it.
Chapter 101 of the Texas Business Organizations Code supplies default rules for LLCs that have no agreement, and those defaults are rarely what owners want. Under the default rules profits and voting follow capital contributions, a member can transfer an economic interest to an outsider, and nothing addresses buyouts or deadlock. Section 101.052 lets the company agreement override nearly every default, which is the whole point of drafting one. Texas courts also look for a real operating agreement, separate finances and observed formalities when a creditor tries to reach an owner's personal assets. Community property rules in the Texas Family Code make the agreement's spousal-consent and transfer provisions especially important for married members.
The Law Office of Robert Navar drafts operating agreements for new and existing El Paso LLCs on a flat fee, in English with a Spanish explanation when the members prefer it. We interview the owners together, surface the hard questions early — contributions, sweat equity, salaries, deadlock, buyout pricing, non-compete during membership, death and disability — and put the answers in a document each member understands before signing. No court is involved; the agreement is a private contract signed by the members and kept with the company records. A generic template from the internet cannot tell you that Texas community property law may hand half of a member's interest to a spouse in a divorce, or that your buyout formula is unworkable. We can.
Clauses every multi-member El Paso LLC needs
The provisions that matter most are the ones owners least like to discuss. Capital accounts and additional contributions decide what happens when the business needs more cash and one partner cannot pay. A buy-sell clause with a pricing formula and payment terms lets the company or remaining members buy out a departing, deceased or divorcing member without a fight over value. Right-of-first-refusal and transfer restrictions keep an outsider — or an ex-spouse — from becoming your partner. Deadlock and dispute-resolution clauses, often mediation in El Paso County before any lawsuit, keep a two-member disagreement from freezing the company.
Single-member LLCs still need one
A one-owner LLC in El Paso has no partner to argue with, but it still needs a written agreement. Banks and lenders ask for it when opening accounts or approving SBA loans. Title companies want it before the LLC buys or sells real estate. And when a creditor tries to argue the company is just the owner's alter ego, a signed agreement, separate bank account and annual written consents are the evidence that the liability shield is real. A single-member agreement also names who takes over if the owner dies or becomes incapacitated, which pairs naturally with a will or living trust.
What's included
- Joint intake meeting with all members to identify ownership, contributions, roles and exit expectations
- Customized company agreement under Texas Business Organizations Code Chapter 101 (member- or manager-managed)
- Capital contribution schedule, profit and loss allocation and distribution rules
- Buy-sell, right of first refusal, death, disability and divorce provisions with a pricing formula
- Spousal consent and acknowledgment for married members under Texas community property law
- Membership certificates, ledger and initial written consent of members
- Plain-language summary of the agreement in English and Spanish for each member
How it works
Member interview
All members meet with the attorney, in person in El Paso or by Zoom, to walk through ownership, money, management and exits. We ask the uncomfortable questions now so the agreement answers them later.
Draft and review
We deliver a draft with a plain-language summary within about a week. Members review it, ask questions and request changes. One round of revisions is included in the flat fee.
Signing and company records
Members and spouses sign, membership certificates are issued and the executed agreement goes into the company book. Nothing is filed with the state or any court; the agreement stays private.