Texas LLC formed with two managing members, agreed one would exit before I filed Schedule C, no one received money — do I need 1065 cleanup?

Hi r/tax,

I’m looking for general guidance before I pay for a CPA/EA consult. I know Reddit is not a substitute for a professional, but I’m trying to understand the likely issue and what I should ask a tax pro.

I formed a Texas LLC in 2025 for a small software/SaaS startup. The Certificate of Formation listed me and another person as Managing Members, and the LLC was member-managed.

There was never a written operating agreement, no written ownership percentage agreement, no capital account ledger, no written profit-sharing agreement, and no written tax allocation agreement.

The business has had no revenue. Neither I nor the other person have received any money from the business. There have been no profit distributions, no K-1s, no payroll, no employees, and no partnership tax filings.

Before I filed my personal tax return, the other person and I had already agreed that he would leave the LLC and that I would continue alone as the owner/operator. However, I had not yet completed the formal buyout/withdrawal paperwork or paid the agreed buyout amount at the time I filed.

When I filed my personal taxes, I reported the business activity on Schedule C as if it were a single-member/disregarded LLC, based on the fact that we had already agreed he was exiting and I was operating the business going forward.

I now realize this may be complicated because the original Texas formation paperwork listed both of us as Managing Members, and a Texas Public Information Report also listed both of us as Members.

The other person is now signing a written buyout/withdrawal/release agreement where he transfers/releases any actual or claimed interest in the LLC for a small fixed payment. After that, I plan to have a single-member operating/company agreement and run the LLC alone going forward.

My questions:

1. Given that the Texas formation paperwork listed two managing members, does that generally mean the LLC should have filed Form 1065 even if there was no revenue and no operating agreement?
2. Does the fact that we had already agreed he would exit before I filed Schedule C help support the Schedule C treatment, even though the formal paperwork/payment happened afterward?
3. If I already filed Schedule C, is the likely fix to file a late/initial/final Form 1065 and issue K-1s, then amend my personal return if needed?
4. If the LLC had no revenue, no distributions, and neither person received any money, could the K-1s potentially be zero, or does the answer depend on expenses/deductions I claimed on Schedule C?
5. Would the other person likely need to amend or file anything if a K-1 is issued, even if the K-1 is zero?
6. Does signing the buyout/release now help only going forward, or can it help document/clarify that the other person was not actually intended to be treated as a federal tax owner at the time I filed?
7. Would terminating this LLC and forming a new clean single-member LLC reduce the tax cleanup issue, or would the old LLC still potentially need a final 1065?

I’m planning to talk to a CPA/EA, but I want to understand the likely paths before I do. I’m especially interested in whether this sounds like a “definitely file 1065” situation or a “facts and circumstances / CPA review” situation.

Thanks.