LLC Operating Agreements
Nearly every LLC dispute the firm litigates traces to the same origin: a company agreement that never contemplated the situation. Form documents fail at predictable points — deadlock, death, divorce, a member who stops contributing, a manager who stops answering. The firm drafts company agreements against those failure points, benchmarked to leading national model documents rather than the statutory minimum, and calibrated to how Texas courts actually construe them.
Services
SIX ITEMS- 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
TWO MATTERSCompany 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
FOUR STEPSGovernance 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
THREE QUESTIONSWe 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 one-hour review will tell you.
What does “drafted against litigation” mean?
Every provision is written by counsel who has argued these documents in court — so ambiguities that fuel disputes get resolved on the page instead.
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.