Tex. Codes » Business Organizations Code · TITLE 3. LIMITED LIABILITY COMPANIES · CHAPTER 101. LIMITED LIABILITY COMPANIES
Texas Codes

Tex. Bus. Orgs. Code § 101.052 (2026)

Company Agreement

✓ current as of May 2026
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Sec. 101.052. COMPANY AGREEMENT. (a) Except as provided by Section 101.054, the company agreement of a limited liability company governs:

(1) the relations among members, managers, and officers of the company, assignees of membership interests in the company, and the company itself; and

(2) other internal affairs of the company.

(b) To the extent that the company agreement of a limited liability company does not otherwise provide, this title and the provisions of Title 1 applicable to a limited liability company govern the internal affairs of the company.

(c) Except as provided by Section 101.054, a provision of this title or Title 1 that is applicable to a limited liability company may be waived or modified in the company agreement of a limited liability company.

(d) The company agreement may contain any provisions for the regulation and management of the affairs of the limited liability company not inconsistent with law.

(e) A company agreement may provide rights to any person, including a person who is not a party to the company agreement, to the extent provided by the company agreement.

(f) A company agreement is enforceable by or against the limited liability company, including a protected series or registered series of the company, regardless of whether the company, or the protected series or registered series of the company, has signed or otherwise expressly adopted the agreement.

(g) A member or manager of a limited liability company, or an assignee of a membership interest of a limited liability company, is bound by the company agreement, regardless of whether the member, manager, or assignee signs the company agreement.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Amended by:

Acts 2013, 83rd Leg., R.S., Ch. 9 (S.B. 847), Sec. 5, eff. September 1, 2013.

Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 8, eff. September 1, 2017.

Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 26, eff. September 1, 2021.

Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 34, eff. September 1, 2023.

Notes of Decisions
Cited in 16 cases (11 in the last 5 years), 2014–2026 · leading case: Seven Hills Com., LLC v. Mirabal Custom Homes, Inc., 442 S.W.3d 706 (Tex. App. 2014).
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Seven Hills Com., LLC v. Mirabal Custom Homes, Inc., 442 S.W.3d 706 (Tex. App. 2014). “” Tex. Bus. ORG.Code § 101.052(a)(1). We interpret the business organizations code to state that the company agreement governs the relationships between the company, and its members.”
Dallas Sports Club v. DSE Hockey Arena, 2026 Tex. Bus. 15 (Tex. Bus. Ct. 2026). “48 Stars’ Standing MSJ Reply at 6; see TEX. BUS. ORG. CODE §§ 101.052 and 154.105.”
Camino Real Developers v. RivenRock, 2026 Tex. Bus. 28 (Tex. Bus. Ct. 2026). · cites it 2× “33 TEX. BUS. ORGS. CODE § 101.052(a), (d); Bay Area RV Parks, L.”
Craig Zgabay & Tammy Zgabay v. NBRC Prop. Owners Ass'n (Tex. App. 2015). · cites it 2× “1 Statutes and Rules Tex. Bus. Orgs. Code § 101.052 ..........”
Craig Zgabay & Tammy Zgabay v. NBRC Prop. Owners Ass'n (Tex. App. 2015). · cites it 2× “1 Statutes and Rules Tex. Bus. Orgs. Code § 101.052 ..........”
Tho Q. Pham v. Jason Bryan Carrier, Stephen Bradley Womack, Michael Chadwick Pickelsimer AKA Michael Chadwick Womack, HMP Partners Mgmt. Inc. & Carmack Props., LLC (Tex. App. 2017). “TEX. BUS. ORGS. CODE ANN. § 101.052 (West 2015).”
Houston Metro Ortho & Spine Surgery, LLC Elite Ambulatory Surgery Centers, LLC Lori Ramirez James Albright, M.D. Carl Palumbo, M.D. Navin Subramanian, M.D. Alan Rechter, M.D. Mark Provenzano, M.D. Juan Carlos Bustos, M.D. Asif Chaudry, M.D. & NewtonDuncan, M.D. v. Juansrich, Ltd., & Richard Francis, M.D. (Tex. App. 2021). “See Tex. Bus. Orgs. Code Ann. § 101.052 . Among the key provisions in the LLC Agreement are sections 2.”
in the Est. of Rene Huron (Tex. App. 2023). “” TEX. BUS. ORGS. CODE ANN. § 101.052(a). The agreement “may expand or restrict any duties, including fiduciary duties, and related liabilities that a member, manager, officer, or other person has to the company or to a member or manager of the company.”
Bay Area RV Parks. L.L.C. & Charles E. Simmons v. WGB RV Parks L.L.C., Judston F. Welling & Johnathan D. Gibbs (Tex. App. 2023). “TEX. BUS. ORGS. CODE § 101.052(a). The company agreement may contain any provision for the regulation and management of the company’s affairs that is not inconsistent with law.”
O'Shea v. O'Shea (Me. Super. Ct 2020). “Tex. Bus. Orgs. Code § 101.052. It may expand or restrict any duties, including fiduciary duties, owed by any member or manager to the LLC itself or to its members or managers.”
Camino Real Developers, LLC; Jack Dyer; & Dan Addante v. Tim Adkins & RivenRock, LLC (Tex. App. 2025). “Laws 153 , 155 (amended 2023) (version of Tex. Bus. Orgs. Code § 101.052(f) applicable to this suit).”
Michael B. Bell & Cmty. RV Investments, LLC v. Bay Area RV Parks, L.L.C. F/K/A Bay Area Utils., L.L.C. (Tex. App. 2025). “See TEX. BUS. ORGS. CODE § 101.052(a) (providing that LLC’s company agreement governs relations among members, managers, officers, assignees of membership interests, and company itself, as well as company’s other internal affairs); see also Exxon Mobil, 192 S.”
Show all 16 citing cases →
— Tex. Bus. Orgs. Code § 101.052(a) — 6 cases
in the Est. of Rene Huron (Tex. App. 2023). “” TEX. BUS. ORGS. CODE ANN. § 101.052(a). The agreement “may expand or restrict any duties, including fiduciary duties, and related liabilities that a member, manager, officer, or other person has to the company or to a member or manager of the company.”
Bay Area RV Parks. L.L.C. & Charles E. Simmons v. WGB RV Parks L.L.C., Judston F. Welling & Johnathan D. Gibbs (Tex. App. 2023). “TEX. BUS. ORGS. CODE § 101.052(a). The company agreement may contain any provision for the regulation and management of the company’s affairs that is not inconsistent with law.”
Michael B. Bell & Cmty. RV Investments, LLC v. Bay Area RV Parks, L.L.C. F/K/A Bay Area Utils., L.L.C. (Tex. App. 2025). “See TEX. BUS. ORGS. CODE § 101.052(a) (providing that LLC’s company agreement governs relations among members, managers, officers, assignees of membership interests, and company itself, as well as company’s other internal affairs); see also Exxon Mobil, 192 S.”
Energy Founders Fund v. Daskevich, 2026 Tex. Bus. 18 (Tex. Bus. Ct. 2026).
Camino Real Developers v. RivenRock, 2026 Tex. Bus. 28 (Tex. Bus. Ct. 2026). “33 TEX. BUS. ORGS. CODE § 101.052(a), (d); Bay Area RV Parks, L.”
— Tex. Bus. Orgs. Code § 101.052(a)(1) — 2 cases
Seven Hills Com., LLC v. Mirabal Custom Homes, Inc., 442 S.W.3d 706 (Tex. App. 2014). “” Tex. Bus. ORG.Code § 101.052(a)(1). We interpret the business organizations code to state that the company agreement governs the relationships between the company, and its members.”
Camino Real Developers v. RivenRock, 2026 Tex. Bus. 28 (Tex. Bus. Ct. 2026). “33 TEX. BUS. ORGS. CODE § 101.052(a), (d); Bay Area RV Parks, L.”
— Tex. Bus. Orgs. Code § 101.052(f) — 1 case
Camino Real Developers, LLC; Jack Dyer; & Dan Addante v. Tim Adkins & RivenRock, LLC (Tex. App. 2025). “Laws 153 , 155 (amended 2023) (version of Tex. Bus. Orgs. Code § 101.052(f) applicable to this suit).”
— Tex. Bus. Orgs. Code § 101.052(g) — 1 case
In Re Umth Gen. Servs., L.P., Umt Holdings, L.P., Umth Land Dev., L.P., Hollis M. Greenlaw, Todd F. Etter, Ben L. Wissink, & Cara D. Obert (Tex. 2025).
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