Company Agreement
(Manager-Managed) (TX Series LLC)

Summary

This Texas Series Limited Liability Company Agreement form is intended for use by a manager-managed series limited liability company (LLC), and contains a number of provisions that may be useful in situations that call for a more detailed contract among the LLC's members. This template includes practical guidance, drafting notes, an optional and alternate clauses. This company agreement specifies the manner in which the LLC will be governed and conduct its business, and the detailed provisions regarding capital contributions, management, distributions and optional purchase events may be especially important to ensuring the orderly operation of the LLC if there are multiple members. Texas Series LLCs may be member-managed or manager-managed. Not all of the provisions in this form will apply to every situation, so counsel should carefully draft and review the company agreement with the client to ensure the text is consistent with the parties' mutual understanding. Counsel is also advised to consult with the LLC's tax and/or accounting service providers to ensure the tax and accounting provisions are appropriate for the LLC. It is important to note that the company agreement for a Series LLC not only establishes the authority to create individual series/cells but will also be the document to govern the operation and management of such series/cells formed thereunder.