An LLC operating agreement is the internal contract of your limited liability company: it names the members, fixes their ownership percentages, decides who manages the business, and sets the rules for money going in (capital contributions) and money going out (distributions).
This template builds the agreement for a single-member or a multi-member LLC and adapts the management and voting clauses to your answers. You download the result as an editable Word file and a print-ready PDF.
Why every LLC needs an operating agreement
- It proves the LLC is a real, separate entity, which protects the liability shield if you are ever sued
- Banks, lenders, and title companies routinely ask for it before opening accounts or closing deals
- It overrides your state's one-size-fits-all default rules with terms the members actually chose
- In a multi-member LLC, it is the document that prevents ownership and money disputes later
Required in some states
California, New York, Missouri, Maine, and Delaware require LLCs to have an operating agreement. In every other state it is optional but strongly recommended, and a single-member LLC benefits just as much as a multi-member one.
Single-member vs multi-member: what changes
For a single-member LLC, the agreement focuses on separateness: it documents that the company and its owner are distinct, which is the core of your personal liability protection. For a multi-member LLC, the agreement adds the clauses partners argue about most: ownership percentages, voting thresholds, transfer restrictions, and how profits are split and distributed.
| Clause | Single-member | Multi-member |
|---|---|---|
| Ownership | 100% to the sole member | Percentage per member |
| Decisions | Sole member decides | Majority vote, unanimity for major acts |
| Transfers | Free (owner's choice) | Consent of the other members |
| Main goal | Protect the liability shield | Prevent partner disputes |
Operating agreement vs articles of organization
The articles of organization are the short public filing that creates the LLC with your state. The operating agreement is the private, internal contract that governs how the LLC actually runs. You do not file the operating agreement with the state: you sign it, keep it with the company records, and produce it when a bank, investor, or court asks for it.
Keep it consistent with your filing
The LLC name, state of formation, and management structure in this agreement must match your articles of organization. If they differ, update one of the two before signing.
Frequently asked questions
Do I need an operating agreement for a single-member LLC?
Yes. It is your strongest evidence that the LLC is separate from you personally, which is what protects your personal assets. Several states also legally require one, and virtually every bank asks for it when you open a business account.
Does the operating agreement need to be filed with the state?
No. It is an internal document. You sign it and keep it with your company records. Only the articles of organization are filed with the state.
Does it need to be notarized?
No state requires notarization of an operating agreement. The signatures of all members are enough. Notarizing is optional and simply adds evidence of when it was signed.
Can we change the agreement later?
Yes. The agreement can be amended in writing with the consent required by its amendment clause; this template requires the unanimous written consent of the members, which is the standard approach.
What happens if an LLC has no operating agreement?
Your state's default LLC statute fills the gaps, and its rules on voting, distributions, and transfers may be very different from what the members intended. In a dispute, the default rules win, which is why writing your own agreement matters.