How Do I Add a Member to My LLC in Texas?

Under Texas Business & Commerce Code § 101.052, adding a member requires unanimous consent of existing members unless your operating agreement specifies otherwise. Amend your Certificate of Formation to reflect the new member's name and address, file with the Texas Secretary of State ($300 standard fee), and update your operating agreement documenting the new member's capital contribution and profit allocation.

Consent Requirement

Texas defaults to requiring unanimous member approval for admitting new members (Tex. Bus. Org. Code § 101.052). All existing members must consent in writing. However, your operating agreement can modify this rule—for example, allowing manager approval or majority vote. Review your agreement first; if silent, the statutory default applies.

Amendment Process

File an amended Certificate of Formation with the Texas Secretary of State. Include the new member's name and address. The standard filing fee is $300 (5–7 business days online). Expedited options: $50 (2–3 days), $500 (next-day), or $750 (same-day).

Operating Agreement Update

Update your operating agreement to reflect the new member's:

Capital contribution amount
Profit/loss allocation percentage
Management rights and voting power

While not legally required, written documentation prevents disputes and clarifies expectations under Tex. Bus. Org. Code § 101.052.

Documentation Steps

Obtain written consent from all existing members (or follow your operating agreement's admission procedure)
Prepare an amended Certificate of Formation with the new member's information
File the amendment with the Texas Secretary of State ($300 standard fee)
Amend your operating agreement to document the new member's rights and obligations
Provide the new member with a copy of the operating agreement and company records

Key Points

No state approval required—admission is an internal governance matter
Operating agreement controls—your agreement may override the unanimous consent default
Optional filing—amending your Certificate is recommended but not mandatory if you don't want public disclosure of the new member
No deadline—you control the timing once consent is secured

This is general information, not legal advice. Consult a Texas business attorney for your specific situation.