TX-PLLC-1
SAMPLE COMPANY AGREEMENT
PROFESSIONAL LIMITED LIABILITY COMPANY
This agreement is a sample company agreement and should be modified to meet your needs. It
provides for the P.L.L.C. to be operated by one or more managers OR by the members.
INSERT THE NAME OF YOUR PROFESSION/PRACTICE
IN THE BLANKS WHERE APPLICABLE.
Read carefully and make appropriate changes to suit your
individual needs and purposes.
COMPANY AGREEMENT
OF
______________________________________
A TEXAS PROFESSIONAL LIMITED LIABILITY COMPANY
THIS COMPANY AGREEMENT ("Agreement") is entered into the _____ day of __________,
20___, by and between the following persons:
1. _______________________________________________________________
2. _______________________________________________________________
3. _______________________________________________________________
4. _______________________________________________________________
hereinafter, ("Members" or “Parties”).
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged, the Parties covenant, contract and agree as follows:
ARTICLE I
FORMATION OF LIMITED LIABILITY COMPANY
1. Formation of P.L.L.C. The Parties have formed a Texas professional limited liability
company named ___________________________________________________ ("P.L.L.C.").
The operation of the P.L.L.C. shall be governed by the terms of this Agreement and the
applicable laws of the State of Texas relating to the formation, operation and taxation of a
P.L.L.C., specifically the provisions of the Texas Business Organization Code (hereinafter
referred to as the "Code") To the extent permitted by the Code, the terms and provisions of this
Agreement shall control if there is a conflict between such Law and this Agreement. The Parties
intend that the P.L.L.C. shall be taxed as a partnership. Any provisions of this Agreement, if
any, that may cause the P.L.L.C. not to be taxed as a partnership shall be inoperative.
2. Articles or Organization . The Members acting through one of its Members,
_____________________________________, filed Certificate of Formation, ("Articles") for
record in the office of the Texas Secretary of State on _________________________, thereby
creating the P.L.L.C.
3. Business . The business of the P.L.L.C. shall be to engage in the practice of ______________
the State of Texas and in such other jurisdictions where legally allowed.
4. Registered Office and Registered Agent . The registered office and place of business of the
P.L.L.C. shall be
________________________________________________________________ and the
registered agent at such office shall be _______________________________________. The
Members may change the registered office and/or registered agent from time to time.
5. Duration . The P.L.L.C. will commence business as of the date the Members contribute
their capital investment in the P.L.L.C. and will continue in perpetuity.
6. Fiscal Year . The P.L.L.C.'s fiscal and tax year shall end December 31.
ARTICLE II
MEMBERS
7. Members . All members, managers, and officers of the P.L.L.C. shall be licensed to practice
______________ in the State of Texas. The initial members of the P.L.L.C., their initial
capital contributions, and their percentage interest in the P.L.L.C. are:
Initial Percentage Interest Capital
Members in P.L.L.C. Contribution
________________________ _________________ ___________________
________________________ _________________ ___________________
________________________ _________________ ___________________
________________________ _________________ ___________________
8. Additional Members. New members may be admitted only upon the consent of a majority of
the Members and upon compliance with the provisions of this agreement. All new members
shall be licensed to practice ______________ in the State of Texas.
ARTICLE III
MANAGEMENT
9. Management . The Members have elected to manage the P.L.L.C. as follows:
The management of the P.L.L.C. shall be vested in the Members without an
appointed manager. The members shall elect officers who shall manage the
company. The President and Secretary may act for and on behalf of the P.L.L.C.
and shall have the power and authority to bind the P.L.L.C. in all transactions and
business dealings of any kind except as otherwise provided in this Agreement.
The Members hereby delegate the management of the P.L.L.C. to
Manager(s), subject to the limitations set out in this agreement.
a) The Members shall elect and may remove the Manager(s) by majority vote.
b) A Manager shall serve until a successor is elected by the Members.
c) The Manager(s) shall have the authority to take all necessary and proper
actions in order to conduct the business of the P.L.L.C.
d) Except for decisions concerning distributions, any Manager can take any
appropriate action on behalf of the P.L.L.C., including, but not limited to
signing checks, executing leases, and signing loan documents.
e) In determining the timing and total amount of distributions to the Members,
the action of the Manager shall be based on a majority vote of the Managers,
with or without a meeting.
f) The c ompensation to the Manager(s) shall be in the discretion of the majority
of the Members of the P.L.L.C.
g) There shall be ____ initial Managers. All managers shall be licensed to
practice ______________ in the State of Texas.
h) The initial Manager(s) is/are:
_________________________________________________________.
_________________________________________________________.
_________________________________________________________.
10. Officers and Relating Provisions . In the event the Members elect to manage the P.L.L.C.,
rather than appointing a manager, the Members shall appoint officers for the P.L.L.C. and the
following provisions shall apply:
(a) Officers . The officers of the P.L.L.C. shall consist of a president, a treasurer
and a secretary, or other officers or agents as may be elected and appointed by the Members.
Members may hold more than one office. All officers shall be members of the P.L.L.C. The
officers shall act in the name of the P.L.L.C. and shall supervise its operation under the direction
and management of the Members, as further described below.
(b) Election and Term of Office . The officers of the P.L.L.C. shall be elected
annually by the Members by a majority vote. Vacancies may be filled or new offices created and
filled at any meeting of the Members. Each officer shall hold office until his/her death, until
he/she shall resign, or until he/she is removed from office. Election or appointment of an officer
or agent shall not of itself create a contract right.
(c) Removal . Any officer or agent may be removed by a majority of the
Members whenever they decide that the best interests of the Company would be served thereby.
Such removal shall be without prejudice to the contract rights, if any, of the person so removed.
(d) Vacancies . A vacancy is any office because of death, resignation, removal,
disqualification or otherwise may be filled by the Members for the unexpired portion of the term.
(e) President . The President shall be the chief executive officer of the P.L.L.C.
and shall preside at all meetings of the Members. The President shall have such other powers and
perform such duties as are specified in this Agreement and as may from time to time be assigned
by the Members of the P.L.L.C.
(f) The Treasurer . The Treasurer shall be the chief financial officer of the
P.L.L.C. The Treasurer shall not be required to give a bond for the faithful discharge of his/her
duties. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and
securities of the P.L.L.C.; (ii) in the absence of the President, preside at meetings of the
Members; (iii) receive and give receipts for moneys due and payable to the P.L.L.C. from any
source whatsoever, and deposit all such moneys in the name of the P.L.L.C. in such banks, trust
companies or other depositaries as shall be selected by the Members of the P.L.L.C.; and (iv) in
general perform all the duties incident to the office of treasurer and such other duties as from
time to time may be assigned by the President or by the Members of the P.L.L.C.
(g) Secretary . The secretary shall: (i) keep the minutes of the Members meetings
in one or more books provided for that purpose; (ii) see that all notices are duly given in
accordance with the provisions of this Agreement or as required by law; (iii) be custodian of
P.L.L.C. records; (iv) keep a register of the post office address of each Member; (v) certify the
Member’s resolutions; and other documents to the P.L.L.C. as true and correct; (vi) in the
absence of the President and Treasurer, preside at meetings of the Members and (vii) in general
perform all duties incident to the office of secretary and such other duties as from time as may be
assigned by the President or the Members.
11. Member Only Powers . Notwithstanding any other provision of this Agreement, only a
majority of the Members may: (a) sell or encumber (but not lease) any real estate owned by the
P.L.L.C., or (b) incur debt, expend funds, or otherwise obligate the P.L.L.C. if the debt,
expenditure, or other obligation exceeds $_____________________.
ARTICLE IV
CONTRIBUTIONS, PROFITS, LOSSES, AND DISTRIBUTIONS
12. Interest of Members . Each Member shall own a percentage interest (sometimes referred to
as a share) in the P.L.L.C. The Member’s percentage interest shall be based on the amount of
cash or other property that the Member has contributed to the P.L.L.C. and that percentage
interest shall control the Member’s share of the profits, losses, and distributions of the P.L.L.C.
13. Contributions . The initial contributions and initial percentage interest of the Members are
as set out in this Agreement.
14. Additional Contributions . Only a majority of the Members of the P.L.L.C. may call on the
Members to make additional cash contributions as may be necessary to carry on the business of
the P.L.L.C. The amount of any additional cash contribution shall be based on the Member's
then existing percentage interest. To the extent a Member is unable to meet a cash call, the other
Members can contribute the unmet call on a pro rata basis based on the Members' percentage
interests at that time, and the percentage interest of each Member will be adjusted accordingly.
15. Record of Contributions/Percentage Interests . This Agreement, any amendment(s) to this
Agreement, and all Resolutions of the Members of the P.L.L.C. shall constitute the record of the
Members of the P.L.L.C. and of their respective interest therein.
16. Profits and Losses . The profits and losses and all other tax attributes of the P.L.L.C. shall
be allocated among the Members on the basis of the Members' percentage interests in the
P.L.L.C.
17. Distributions . Distributions of cash or other assets of the P.L.L.C. (other than in
dissolution of the P.L.L.C.) shall be made in the total amounts and at the times as determined by
a majority of the Members. Any such distributions shall be allocated among the Members on the
basis of the Members' percentage interests in the P.L.L.C.
18. Change in Interests . If during any year there is a change in a Member's percentage interest,
the Member's share of profits and losses and distributions in that year shall be determined under
a method which takes into account the varying interests during the year.
ARTICLE V
VOTING; CONSENT TO ACTION
19. Voting by Members . Members shall be entitled to vote on all matters which provide for a
vote of the Members in accordance with each Member’s percentage interest.
20. Majority Required . Except as otherwise required, a majority of the Members, based upon
their percentage ownership, is required for any action.
21. Meetings - Written Consent . Action of the Members may be accomplished with or without
a meeting. If a meeting is held, evidence of the action shall be by Minutes or Resolution
reflecting the action of the Meeting, signed by a majority of the Members. Action without a
meeting may be evidenced by a written consent signed by a majority of the Members.
22. Meetings . Meetings of the Members may be called by any Member owning 10% or more
of the P.L.L.C., or, if Managers were selected, by any Manager of the P.L.L.C.
23. Majority Defined . As used throughout this agreement the term “Majority” of the Members
shall mean a majority of the ownership interest of the P.L.L.C. as determined by the records of
the P.L.L.C. on the date of the action.
ARTICLE VI
DUTIES AND LIMITATION OF LIABILITY MEMBERS, OFFICERS, AND PERSONS
SERVING ON ADVISORY COMMITTEES; INDEMNIFICATION
24. Duties of Members: Limitation of Liability . The Members, Managers and officers shall
perform their duties in good faith, in a manner they reasonably believe to be in the best interests
of the P.L.L.C., and with such care as an ordinarily prudent person in a like position would use
under similar circumstances. No Member or officer shall have any liability to the P.L.L.C. or
any other Member by reason of being or having been a Member or officer. No Member or
officer shall not be liable to the P.L.L.C. or to any other Member or officer for any loss or
damage sustained by the P.L.L.C. or any other Member or officer unless the loss or damage shall
have been the result of fraud, deceit, gross negligence, willful misconduct, or a wrongful taking
by that Member or officer.
25. Members Have No Exclusive Duty to P.L.L.C. The Members shall not be required to
participate in the P.L.L.C. as their sole and exclusive business. Members may have other
business interests and may participate in other investments or activities in addition to those
relating to the P.L.L.C. Neither the P.L.L.C. nor any other Member shall have any right, by
virtue of this Agreement, to share or participate in another member’s business interests,
investments or activities or the income or proceeds derived therefrom. No Member shall incur
liability to the P.L.L.C. or to any other Member by reason of participating in any such other
business, investment or activity.
26. Protection of Members and Officers .
(a) As used herein, the term “Protected Party” refers to the Members and officers
of the Company.
(b) To the extent that, at law or in equity, a Protected Party has duties (including
fiduciary duties) and liabilities relating thereto to the P.L.L.C. or to any other
Protected Party, a Protected Party acting under this Agreement shall not be
liable to the P.L.L.C. or to any other Protected Party for good faith reliance
on:
(i) the provisions of this Agreement;
(ii) the records of the P.L.L.C.; and/or
(iii) such information, opinions, reports or statements presented to the P.L.L.C.
by any person as to matters the Protected Party reasonably believes are
within such other person’s professional or expert competence and who has
been selected with reasonable care by or on behalf of the P.L.L.C.,
including information, opinions, reports or statements as to the value and
amount of the assets, liabilities, profits or losses of the P.L.L.C. or any
other fact pertinent to the existence and amount of assets from which
distributions to Members might properly be paid.
c) The provisions of this Agreement, to the extent that they restrict the duties and
liabilities of a Protected Party to the P.L.L.C. or to any other Protected Party
otherwise existing at law or in equity, are agreed by the parties hereto to replace such
other duties and liabilities of such Protected Party.
d) Whenever this Agreement permits or requires a Protected Party to make a decision in
its “discretion” or under a grant of similar authority or latitude, the Protected Party
shall be entitled to consider only such interests and factors as it desires, including its
own interests, and shall have no duty or obligation to give any consideration to any
interest of or factors affecting the P.L.L.C. or any other Person.
e) Whenever this Agreement permits or requires a Protected Party to make a decision
using a “good faith” or under another express standard, the Protected Party shall act
under such express standard and shall not be subject to any other or different standard
imposed by this Agreement or other applicable law.
27. Indemnification and Insurance .
(a) Right to Indemnification .
(i) Any person who is or was a member or officer of the P.L.L.C. and who is or
may be a party to any civil action because of his/her participation in or with
the P.L.L.C., and who acted in good faith and in a manner which he/she
reasonably believed to be in, or not opposed to, the best interests of the
P.L.L.C., shall be indemnified and held harmless by the P.L.L.C.
(ii) Any person who is or was a member or officer of the P.L.L.C. and who is or
may be a party to any criminal action because of his/her participation in or
with the P.L.L.C., and who acted in good faith and had reasonable cause to
believe that the act or omission was lawful, shall be indemnified and held
harmless by the P.L.L.C.
(b) Advancement of Expenses . Expenses (including attorney’s fees) incurred by an
indemnified person in defending any proceeding shall be paid in advance of the
proceeding’s final disposition. Should the indemnified member or officer ultimately
be determined to not be entitled to indemnification, that member or officer agrees to
immediately repay to P.L.L.C. all funds expended by the P.L.L.C. on behalf of the
member or officer.
(c) Non-Exclusivity of Rights . The right to indemnification and the advancement of
expenses conferred in this section shall not be exclusive of any right which any
person may have or hereafter acquire under any statute, provision of this Agreement,
contract, agreement, vote of Members or otherwise. The Members and officers are
expressly authorized to adopt and enter into indemnification agreements for
Members, officers and advisory committee members.
(d) Insurance . The Members may cause the P.L.L.C. to purchase and maintain insurance
for the P.L.L.C., for its Members and officers, and/or on behalf of any third party or
parties whom the members might determine should be entitled to such insurance
coverage.
(e) Effect of Amendment . No amendment, repeal or modification of this Article shall
adversely affect any rights hereunder with respect to any action or omission occurring
prior to the date when such amendment, repeal or modification became effective.
28. Duties of Persons Serving on Advisory Committees; Limitation of Liability;
Indemnification . The Members shall have the right to form advisory committees. Persons serving
on an advisory committee, whether or not a Member or officer, shall perform their duties in good
faith, in a manner they reasonably believe to be in the best interests of the P.L.L.C., and with
such care as an ordinarily prudent person in a like position would use under similar
circumstances. A person serving on an advisory committee shall not have any liability to the
P.L.L.C. or to any Member or officer for any loss or damage sustained by the P.L.L.C. or any
Member or officer unless the loss or damage was the result of fraud, deceit, gross negligence,
willful misconduct, or a wrongful taking by such person.
ARTICLE VII
MEMBERS INTEREST TERMINATED
29. Termination of Membership . A Member’s interest in the P.L.L.C. shall cease upon the
occurrence of one or more of the following events:
(a) A Member provided notice of withdrawal to the P.L.L.C. thirty (30) days in
advance of the withdrawal date. Withdrawal by a Member is not a breach of this Agreement
(b) A Member assigns all of his/her interest to a qualified third party.
(c) A Member dies or is disqualified from practicing _______________ in Texas.
(d) There is an entry of an order by a court of competent jurisdiction adjudicating
the Member incompetent to manage his/her person or his/her estate.
(e) In the case of an estate that is a Member, the distribution by the fiduciary
of the estate's entire interest in the P.L.L.C.
(f) A Member, without the consent of a majority of the Members: (1) makes an
assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is
adjudicated a bankrupt or insolvent; (4) files a petition or answer seeking for himself any
reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief
under any statute, law or regulation; (5) files an answer or other pleading admitting or failing to
contest the material allegations of a petition filed against him in any proceeding of the nature
described in this paragraph; (6) seeks, consents to, or acquiesces in the appointment of a trustee,
receiver, or liquidator of the Member or of all or any substantial part of his properties; or (7) if
any creditor permitted by law to do so should commence foreclosure or take any other action to
seize or sell any Member's interest in the P.L.L.C.
(g) If within one hundred twenty (120) days after the commencement of any
action against a Member seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under any statute, law, or regulation, the action has not
been dismissed and/or has not been consented to by a majority of the members.
(h) If within ninety (90) days after the appointment, without a member’s consent
or acquiescence, of a trustee, receiver, or liquidator of the Member or of all or any substantial
part of the member’s properties, said appointment is not vacated or within ninety (90) days after
the expiration of any stay, the appointment is not vacated and/or has not been consented to by a
majority of the members.
(i) Any of the events provided in applicable code provisions that are not
inconsistent with the dissociation events identified above.
30. Effect of Dissociation . Any dissociated Member shall not be entitled to receive the fair
value of his P.L.L.C. interest solely by virtue of his dissociation. A dissociated Member that still
owns an interest in the P.L.L.C. shall be entitled to continue to receive such profits and losses, to
receive such distribution or distributions, and to receive such allocations of income, gain, loss,
deduction, credit or similar items to which he would have been entitled if still a Member. For all
other purposes, a dissociated Member shall no longer be considered a Member and shall have no
rights of a Member.
ARTICLE VIII
RESTRICTIONS ON TRANSFERABILITY OF P.L.L.C. INTEREST;
SET PRICE FOR P.L.L.C. INTEREST
31. P.L.L.C. Interest . The P.L.L.C. interest is personal property. A Member has no interest in
property owned by the P.L.L.C.
32. Encumbrance . A Member can encumber his P.L.L.C. interest by a security interest or other
form of collateral only with the consent of a majority of the other Members. Such consent shall
only be given if the proceeds of the encumbrance are contributed to the P.L.L.C. to respond to a
cash call of the P.L.L.C.
33. Sale of Interest. A Member can sell his P.L.L.C. interest only as follows:
(a) If a Member desires to sell his/her interest, in whole or in part, he/she shall give written
notice to the P.L.L.C. of his desire to sell all or part of his/her interest and must first
offer the interest to the P.L.L.C. The P.L.L.C. shall have the option to buy the offered
interest at the then existing Set Price as provided in this Agreement. The P.L.L.C. shall
have thirty (30) days from the receipt of the assigning Member's notice to give the
assigning Member written notice of its intention to buy all, some, or none of the offered
interest. The decision to buy shall be made by a majority of the other Members. Closing
on the sale shall occur within sixty (60) days from the date that the P.L.L.C. gives
written notice of its intention to buy. The purchase price shall be paid in cash at closing
unless the total purchase price is in excess of $_______________ in which event the
purchase price shall be paid in twelve (12) equal quarterly installments beginning with
the date of closing. The installment amounts shall be computed by applying the
following interest factor to the principal amount: interest compounded quarterly at the
Quarterly Federal Short-Term Rate existing at closing under the Applicable Federal
Rates used for purposes of Internal Revenue Code § 1 274(d), or any successor
provision.
(b) To the extent the P.L.L.C. does not buy the offered interest of the selling Member, the
other Members shall have the option to buy the offered interest at the Set Price on a pro
rata basis based on the Members' percentage interests at that time. If Member does not
desire to buy up to his/her proportional part, the other Members can buy the remaining
interest on the same pro rata basis. Members shall have fifteen (15) days from the date
the P.L.L.C. gives its written notice to the selling Member to give the selling Member
notice in writing of their intention to buy all, some, or none of the offered interest.
Closing on the sales shall occur within sixty (60) days from the date that the Members
give written notice of their intention to buy. The purchase price from each purchasing
Member shall be paid in cash at closing.
(c) To the extent the P.L.L.C. or the Members do not buy the offered interest, the selling
Member can then assign the interest to a non-member, provided however , that he/she
may sell or transfer his/her interest in the P.L.L.C. only to another individual who is duly
licensed, certificated, or otherwise legally authorized to render in Texas the same
professional service as that for which the P.L.L.C. was organized or, in the case of a
combination of professional services, to render in Texas any of the applicable types of
professional services for which the P.L.L.C. was organized.
(d) The selling Member must close on the assignment within ninety (90) days of the date
that he gave notice to the P.L.L.C. If he does not close by that time, he must again give
the notice and options to the P.L.L.C. and the P.L.L.C. Members before he sells the
interest.
(e) A non-member purchaser of a member’s interest cannot exercise any rights of a Member
unless a majority of the non-selling Members consent to him becoming a Member. The
non-member purchaser will be entitled, however, to share in such profits and losses, to
receive such distributions, and to receive such allocation of income, gain, loss,
deduction, credit or similar items to which the selling member would be entitled, to the
extent of the interest assigned, and will be subject to calls for contributions under the
terms of this Agreement. The purchaser, by purchasing the selling member’s interest,
agrees to be subject to all the terms of this Agreement as if he were a Member.
34. Set Price . The Set Price for purposes of this Agreement shall be the price fixed by consent
of a majority of the Members. The Set Price shall be memorialized and made a part of the
P.L.L.C. records. The initial Set Price for each Member's interest is the amount of the Member's
contribution(s) to the P.L.L.C. as provided above, as updated in accordance with the terms
hereof. Any future changes in the Set Price by the Members shall be based upon net equity in
the assets of the P.L.L.C. (fair market value of the assets less outstanding indebtedness),
considering the most recent appraisal obtained by the P.L.L.C. for its assets, as may be adjusted
by the Members in their discretion. The initial Set Price shall be adjusted no later than
________________. This basis for determining the Set Price shall remain in effect until changed
by consent of a majority of the Members. The Members will consider revising the basis for
determining the Set Price at least annually.
ARTICLE IX
OBLIGATION TO SELL ON A DISSOCIATION
EVENT CONCERNING A MEMBER
35. Dissociation . Except as otherwise provided, upon the occurrence of a dissociation event
with respect to a Member, the P.L.L.C. and the remaining Members shall have the option to
purchase the dissociated Member's interest at the Set Price in the same manner as provided in
ARTICLE VIII and as if the dissociated Member had notified the P.L.L.C. of his desire to sell all
of his P.L.L.C. interest. The date the P.L.L.C. received the notice as provided in ARTICLE VIII
triggering the options shall be deemed to be the date that the P.L.L.C. receives actual notice of
the dissociation event.
ARTICLE X
DISSOLUTION
36. Termination of P.L.L.C. The P.L.L.C. will be dissolved and its affairs must be wound up
only upon the written consent of a majority of the Members.
37. Final Distributions . Upon the winding up of the P.L.L.C., the assets must be distributed as
follows: (a) to the P.L.L.C. creditors; (b) to Members in satisfaction of liabilities for
distributions; and (c) to Members first for the return of their contributions and secondly
respecting their P.L.L.C. interest, in the proportions in which the Members share in profits and
losses.
ARTICLE XI
TAX MATTERS
38. Capital Accounts . Capital accounts shall be maintained consistent with Internal Revenue
Code § 704 and the regulations thereunder.
39. Tax Matters Partner . The Members hereby designate _____________________________
as the "tax matters partner" for purposes of representing the P.L.L.C. before the Internal Revenue
Service if necessary.
40. Partnership Election . The Members elect that the P.L.L.C. be taxed as a partnership and
not as an association taxable as a corporation.
ARTICLE XII
RECORDS AND INFORMATION
41. Records and Inspection . The P.L.L.C. shall maintain at its place of business the Certificate
of Formation, any amendments thereto, this Agreement, and all other P.L.L.C. records required
to be kept by the Code, and the same shall be subject to inspection and copying at the reasonable
request, and the expense, of any Member.
42. Obtaining Additional Information . Subject to reasonable standards, each Member may
obtain from the P.L.L.C. from time to time upon reasonable demand for any purpose reasonably
related to the Member's interest as a Member in the P.L.L.C.: (1) information regarding the state
of the business and financial condition of the P.L.L.C.; (2) promptly after becoming available, a
copy of the P.L.L.C.'s federal, state, and local income tax returns for each year; and (3) other
information regarding the affairs of the P.L.L.C. as is just and reasonable.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
43. Amendment . Except as otherwise provided in this Agreement, any amendment to this
Agreement may be proposed by a Member. Unless waived by the Members, the proposing
Member shall submit to the Members any such proposed amendment together with an opinion of
counsel as to the legality of such amendment and the recommendation of the Member as to its
adoption. A proposed amendment shall become effective at such time as it has been approved in
writing by a majority of the Members. This Agreement may not be amended nor may any rights
hereunder be waived except by an instrument in writing signed by the party sought to be charged
with such amendment or waiver, except as otherwise provided in this Agreement.
44. Applicable Law . To the extent permitted by law, this Agreement shall be construed in
accordance with and governed by the laws of the State of Texas.
45. Pronouns, Etc . References to a Member or Manager, including by use of a pronoun, shall
be deemed to include masculine, feminine, singular, plural, individuals, partnerships or
corporations where applicable.
46. Counterparts . This instrument may be executed in any number of counterparts each of
which shall be considered an original.
47. Specific Performance . Each Member agrees with the other Members that the other
Members would be irreparably damaged if any of the provisions of this Agreement are not
performed in accordance with their specific terms and that monetary damages would not provide
an adequate remedy in such event. Accordingly, it is agreed that, in addition to any other remedy
to which the nonbreaching Members may be entitled, at law or in equity, the nonbreaching
Members shall be entitled to injunctive relief to prevent breaches of this Agreement and,
specifically, to enforce the terms and provisions of this Agreement in any action instituted in any
court of the United States or any state thereof having subject matter jurisdiction thereof.
48. Further Action . Each Member, upon the request of the P.L.L.C., agrees to perform all
further acts and to execute, acknowledge and deliver any documents which may be necessary,
appropriate, or desirable to carry out the provisions of this Agreement.
49. Method of Notices . All written notices required or permitted by this Agreement shall be
hand delivered or sent by registered or certified mail, postage prepaid, addressed to the P.L.L.C.
at its place of business or to a Member as set forth on the Member's signature page of this
Agreement (except that any Member may from time to time give notice changing his address for
that purpose), and shall be effective when personally delivered or, if mailed, on the date set forth
on the receipt of registered or certified mail.
50. Facsimiles . For purposes of this Agreement, any copy, facsimile, telecommunication or other
reliable reproduction of a writing, transmission or signature may be substituted or used in lieu of the
original writing, transmission or signature for any and all purposes for which the original writing,
transmission or signature could be used, provided that such copy, facsimile telecommunication or
other reproduction shall have been confirmed received by the sending Party.
51. Computation of Time . In computing any period of time under this Agreement, the day of
the act, event or default from which the designated period of time begins to run shall not be
included. The last day of the period so computed shall be included, unless it is a Saturday,
Sunday or legal holiday, in which event the period shall run until the end of the next day which is
not a Saturday, Sunday or legal holiday.
52. Restriction on Membership and Transfer of Membership . All members shall at all times be
licensed to practice ______________ in the State of Texas. No membership interest may be
transferred to any person who is not licensed to practice ______________ in the State of Texas.
53. Disqualification of Members . In the event of the disqualification of a member to practice
______________ in the State of Texas, then that person shall sever all employment with the
company and immediately terminate all financial interest in the company. The company will
purchase or cause to be purchased from that person all membership interests owned by the
person in the company, at a price and on terms as may be provided in the Certificate of
Formation, the regulations, or any applicable agreement among the members and company.
54. Successors in Interest . If a person who is not licensed to practice ______________ in the
State of Texas succeeds to the interest of a member of the company, the person holding the
interest shall immediately terminate all financial interest in the company and company will
purchase or cause to be purchased from that person all membership interests owned by the
person in the company, at a price and on terms as may be provided in the Certificate of
Formation, the regulations, or any applicable agreement among the members and the
professional limited liability company.
55. Compliance with Law, Rules, and Regulations . The P.L.L.C. shall at all times be and
remain in full compliance with all applicable rules and regulations and all statutory provisions
applicable to a professional limited liability company and the practice of ______________ in the
State of Texas.
WHEREFORE, the Parties have executed this Agreement on the dates stated below their
signatures on the attached signature page for each individual Party.
NOTICE: EACH MEMBER HEREBY CERTIFIES THAT HE OR SHE HAS RECEIVED A
COPY OF THIS COMPANY AGREEMENT AND FORMATION DOCUMENT OF
_____________________________________, A TEXAS PROFESSIONAL LIMITED
LIABILITY COMPANY. EACH MEMBER REALIZES THAT AN INVESTMENT IN THIS
COMPANY IS SPECULATIVE AND INVOLVES SUBSTANTIAL RISK. EACH MEMBER
IS AWARE AND CONSENTS TO THE FACT THAT THE INTERESTS IN THE COMPANY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND THAT
THE P.L.L.C. IS NOT SUBJECT TO THE SECURITIES ACT OF THE STATE OF TEXAS.
EACH MEMBER AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS
OF THIS AGREEMENT AND THE FORMATION CERTIFICATE OR ARTICLES.
____________________________________ ___________________________________
Member signature Member signature
____________________________________ ___________________________________
Member signature Member signature
____________________________________ ___________________________________
Member signature Member signature
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
INDIVIDUAL ACCEPTANCE AND SIGNATURE PAGE
I, _____________________________________, hereby certify that I have received a copy of the
Professional Limited Liability Company Agreement and Certificate of Formation of
___________________________________________________, a Texas professional limited
liability company. I realize that an investment in this Company is speculative and involves
substantial risk. I agree to be bound by all of the terms and conditions of the Certificate of
Formation and Professional Limited Liability Company Agreement of
___________________________________________.
Member:
________________________________
Address:
________________________________
Date:
_________________________________
