Form 8-1

The Texas Business Organizations Code (TBOC) authorizes the creation of an LLC that has only one member. See Tex. Bus. Orgs. Code § 101.101(a). The TBOC further provides that a company agree­ment is enforceable despite having only one person (the single member) as a party to the agreement. See Tex. Bus. Orgs. Code § 101.001(1).

This single-member company agreement is based on chapter 101 of the TBOC. See Tex. Bus. Orgs. Code §§ 101.001–.621. The chapter provides general guidelines and, as such, the member has signifi­cant freedom in structuring the company agreement according to his or her particular situation. This form, therefore, can be significantly modified and adapted to address the member’s requirements.

Company Agreement of [name of single-member LLC]

This Company Agreement (“Agreement”) of [name of limited liability company], a Texas limited liability company (“Company”), is entered into effective [date] (“Effective Date”), by and between [name of member] (the “Member”) and the Company.

Article 1 

Formation

1.1Formation. Subject to the provisions of this Agreement, the Member has organized the Company pursuant to the provisions of the Texas Business Organizations Code (“Code”) by filing a certificate of formation (“Certificate”) with the Texas secretary of state on the Effective Date.

1.2Purpose. The purpose and business of the Company shall be to [list company’s pur­pose] and all related activities and the transaction of any other business or activity allowed under the Code as determined by the Member. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business as described in this section 1.2.

1.3Term. The Company shall continue in existence perpetually or until the termination of the Company in accordance with the provisions of section 6.1 of this Agreement or the Code.

1.4Registered Agent and Office. The registered agent for the service of process is [name], and the address is [address]. The principal office of the Company shall be located at [address]. The Company may have other offices and places of business at such locations, both within and without the state of Texas, as the Member may from time to time determine or as the business and affairs of the Company may require.

1.5Membership Interest. The Member has a one hundred percent (100%) membership interest (“Membership Interest”) in the Company. The Membership Interest includes all of the rights of the Member, such as the right to share in profits, losses, and distributions, and the right to participate in the management in the Company.

Article 2 

Capital Contributions

2.1Capital Contributions. The Member has contributed to the Company the property listed on Schedule 1. Additional capital contributions may be made by the Member. The Member shall not be obligated to make any additional contributions.

2.2Ownership of Assets. All assets and property of the Company shall be owned by the Company, subject to the terms and provisions of this Agreement, and Member, individu­ally, shall not have any ownership of such assets or property. Legal title to all assets and prop­erty of the Company shall be held and conveyed in the name of the Company.

Article 3 

Financial Matters

3.1Distributions. The Company shall make distributions as determined by the Mem­ber from time to time in accordance with this Agreement and the Code.

3.2Taxes. The Member may make any tax elections for the Company allowed under the Internal Revenue Code of 1986, as amended from time to time, or the tax laws of any state or other jurisdiction having taxing authority over the Company that he may deem appropriate and in the best interests of the Company and the Member.

Article 4 

Management

4.1Management Authority. Management of the Company shall be completely vested in the Member, including, without limitation, the right to borrow money; make leases, deeds, notes, or mortgages; or otherwise take action in respect to the property of the Company. The Member is expressly authorized on behalf of the Company to make all decisions with respect to the Company’s business and to take all actions necessary to carry out such decisions. The Member, acting alone, may by his signature, on behalf of the Company, bind the Company on any deed, mortgage, lease, contract, checking account, note, or other instrument, agreement, or document to which the Company is a party, and any person may rely thereon without the necessity of inquiring into the authority of the signatory.

4.2Appointment of Agents. The Company shall have the authority to appoint an agent or agents to perform any and all acts of management on behalf of the Company, including, but not limited to, the authority to open bank accounts; withdraw funds therefrom; borrow money; make leases, deeds, notes, or mortgages; or do any other designated acts of management for the Company.

4.3Liability of Member. The Member shall not be liable as a Member for the liabilities of the Company. The failure of the Company to observe any formalities or requirements relat­ing to the exercise of its powers or management of its business or affairs under this Agreement or the Code shall not be grounds for imposing personal liability on the Member for liabilities of the Company.

Article 5 

Transfers

5.1Additional Members. Additional members shall not be admitted to the Company without the prior written consent of the Member.

5.2Dispositions. The Member may dispose of all or a portion of the Member’s Mem­bership Interest. Upon the transfer of the Member’s Membership Interest, the transferee shall be admitted as a Member of the Company at the time the transfer is complete.

5.3Death of Member. Notwithstanding the foregoing, upon the death of the Member, the transferee or transferees of the Member shall automatically be admitted as a Member or the Members, as the case may be, of the Company effective as of the date of death of the Member.

Article 6 

Dissolution and Winding Up

6.1Dissolution. The Company shall be dissolved upon (a) an election to dissolve the Company by the Member or (b) any other event that would cause its dissolution under the Code.

6.2Liquidation. Upon the dissolution of the Company, a liquidator shall be selected by the Member. The liquidator shall liquidate the assets of the Company and apply and distribute the proceeds of such liquidation in the following order or priority: (a) to the payment of the expenses of the terminating transactions including, without limitation, brokerage commission, legal fees, accounting fees, and closing costs; (b) to the payment of creditors of the Company, including the Member, in order of priority provided by law; (c) to the Member. The distribu­tion to the Member shall be in cash or in-kind assets of the Company or both, as determined by the Member.

6.3Articles of Dissolution. Upon the completion of the distribution of the Company property provided in this Article 6, the Company shall be terminated and the liquidator shall cause the cancellation of the Certificate and any other filings made by the Company and shall take such other actions as may be necessary to terminate the Company.

Article 7 

General Provisions

7.1Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns.

7.2Governing Law. This Agreement is governed by and shall be construed in accor­dance with the laws of the state of Texas.

7.3Enforceability against Company. This Agreement is enforceable by or against the Company regardless of whether the Company has signed or otherwise expressly adopted this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Company Agreement of [name of limited liability company] as of the Effective Date.

[Name of company]

By:      
     [Name of member]

Schedule 1