LLC Operating Agreement Template (Single & Multi-Member – Downloadable 2026)
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Get the fillable document, the editable version, and an action checklist:
The bottom line:
- An operating agreement is your LLC’s internal rulebook. It sets ownership, profit splits, management, and what happens when a member leaves. You do not file it with the state.
- Yes, single-member LLCs need one too. You can copy a complete single-member agreement from this page, or download the single and multi-member versions above.
- Five states have a statutory requirement (California, New York, Missouri, Maine, Delaware), but only New York requires it in writing. A written one is smart everywhere.
- Skipping it does not automatically cost you your liability shield. In states like California, failing to follow internal formalities is not, by itself, a reason to pierce an LLC. The agreement still matters for proving your LLC is a real, separate business.
Download Your Free LLC Operating Agreement Template
Your LLC runs on the rules you set, and the operating agreement is where you set them. Download our free template below, available for single-member and multi-member LLCs, or copy the full single-member version straight from this page in the section below.
Prefer a guided, fill-in-the-blank version that adapts to your state? LawDepot walks you through an operating agreement question by question.
What’s included in this free download:
- Single-Member LLC Operating Agreement (complete template)
- Multi-Member LLC Operating Agreement (complete template)
- Member-managed and manager-managed options
- Capital contribution and profit distribution tables
- Transfer restriction and buy-sell provisions
- Compatible with all 50 states
What Is an LLC Operating Agreement?
An LLC operating agreement is the internal governance document that defines how your Limited Liability Company runs. It is your LLC’s rulebook: it sets ownership percentages, profit distribution, management structure, voting rights, and what happens when members join, leave, or pass away.
Unlike your Articles of Organization, which you file with the state to create the LLC, the operating agreement is internal. You generally do not file it anywhere. It stays in your records, and it carries real legal weight.
The practical effect: your LLC’s liability protection rests on your LLC being treated as a separate business from you personally. A proper operating agreement is part of how you show that separateness. It is not the only factor, and as the next section explains, skipping internal formalities by itself is generally not enough for a court to set your protection aside. But an agreement is strong evidence that your LLC is a legitimate, governed entity rather than a second name for you.
Why Every LLC Needs an Operating Agreement (Even Single-Member LLCs)
Reason 1: It Supports Your Liability Shield (the Accurate Version)
Here is where most guides overstate things. An operating agreement helps show your LLC is a real, separate business, which supports the liability protection that is the whole reason you formed an LLC. But failing to hold meetings or observe internal formalities is generally not, by itself, a reason a court will pierce an LLC. California makes this explicit: under Cal. Corp. Code §17703.04(b), that failure “shall not be considered a factor” in alter-ego claims unless your own agreement required those formalities.
What actually puts your personal assets at risk is real misuse of the entity: mixing personal and business money, leaving the LLC with no funds to meet its obligations, or treating it as your personal account. The agreement supports the separateness story. It is not a magic shield, and it is not the only thing that matters, but going without one removes a piece of evidence you would rather have.
Reason 2: State Default Rules May Not Match Your Intent
Every state has default LLC rules that apply when your agreement is silent. Those defaults may not be what you want:
| Issue | Common State Default | What You Might Prefer |
|---|---|---|
| Profit split | Equal, regardless of investment | Proportional to capital contribution |
| Voting rights | Per-capita (each member = 1 vote) | Proportional to ownership % |
| New members | May require only a majority vote | Unanimous consent |
| Transfer of interest | May be freely transferable | Requires member approval |
| Dissolution | May occur on any member’s withdrawal | Continues with remaining members |
| Management | All members manage | Designated manager or managers |
A real-world example: two partners form an LLC. Partner A invests $90,000, Partner B invests $10,000. Without an operating agreement, many states’ default splits profits equally, 50/50. Partner A expected 90% to match the investment. That dispute, which an operating agreement prevents, now needs expensive litigation to sort out.
Reason 3: Banks Often Require One
Many banks ask for a copy of your operating agreement to open a business account. Without one, you may be pushed toward a personal account, which is exactly the kind of commingling that does undermine your liability protection.
Reason 4: Tax Election Documentation
If your LLC elects S-Corp tax treatment to reduce self-employment tax, the IRS expects an operating agreement that documents membership, profit allocation, and management consistent with your filings. (See our S-Corp vs. LLC tax calculator to check whether the election pays off.)
Reason 5: A Built-In Way to Settle Disputes
When members disagree, and over a long enough timeline they will, the operating agreement is the framework that resolves it. Without one, disputes default to state rules and, often, to court.
Free Single-Member LLC Operating Agreement (Copy & Paste)
Here is a complete single-member operating agreement you can copy from the page. It covers the essentials a sole owner needs: separateness, management authority, taxes, and what happens if you become unable to run the company. Replace every bracketed field. For a multi-member LLC, use the full template in the download above, which adds the members table, voting, transfer restrictions, and buy-sell provisions.
SINGLE-MEMBER LLC OPERATING AGREEMENT
This Operating Agreement (“Agreement”) of [LLC LEGAL NAME], a [STATE] limited liability company (the “Company”), is adopted as of [DATE] by [MEMBER FULL NAME] (the “Member”), the sole member of the Company.
1. Formation. The Company was formed by filing Articles of Organization with the [STATE] [filing office, e.g., Secretary of State] on [FORMATION DATE]. The Company’s registered agent is [NAME] at [ADDRESS], and its principal office is [ADDRESS]. The Company may conduct any lawful business and continues until dissolved under this Agreement.
2. Sole Member. The Member owns 100% of the membership interest in the Company. This Agreement governs the Company even though it has a single member.
3. Capital Contribution. The Member has contributed [$ AMOUNT and/or describe property] as initial capital. The Member is not required to make additional contributions and may do so at the Member’s discretion.
4. Management. The Company is member-managed. The Member has full authority to manage the Company and to act on its behalf, including opening accounts, entering contracts, and hiring help.
5. Profits and Distributions. All profits and losses belong to the Member. The Member may take distributions at any time, so long as the Company can still pay its debts as they come due.
6. Limited Liability. The Member is not personally liable for the debts or obligations of the Company solely by being a member, except as required by law. The Member will keep Company funds and records separate from personal funds and records.
7. Taxes. The Company is treated as a disregarded entity for federal income tax purposes unless the Member elects another classification (such as S-Corp) by filing the appropriate IRS form. Company income is reported on the Member’s return accordingly.
8. Books and Records. The Company will keep accurate financial records and a copy of this Agreement at its principal office.
9. Successor on Death or Incapacity. If the Member dies or becomes unable to manage the Company, the Member’s interest passes to [NAME OR “the Member’s estate/trust”], who may manage or wind up the Company. The Company is not automatically dissolved by the Member’s death or incapacity.
10. Dissolution. The Company dissolves when the Member decides to dissolve it, or as required by law. On dissolution, the Company pays its debts, then distributes any remaining assets to the Member.
11. Amendment. The Member may amend this Agreement in a signed writing.
12. Governing Law. This Agreement is governed by the laws of the State of [STATE].
Member Signature: __________________ Print Name: [MEMBER NAME] Date: __________
This template is general information, not legal advice. A few states (notably New York) require specific language or a written agreement, and complex LLCs should have an attorney review it.
What a Full Multi-Member Agreement Adds
The single-member template above is intentionally short. A multi-member LLC needs more, because more can go wrong between people. The download includes these articles, and here is what each one does.
Members & Capital Contributions
The ownership table: who owns what percentage and what they put in. Contributions can be cash, property (valued at fair market value), or services (note: sweat equity can trigger immediate tax). It also sets whether additional capital calls are allowed and what happens if a member cannot meet one.
Allocations & Distributions
Two different things that do not have to match: allocation is how profit and loss appear on each member’s tax return; distribution is actual cash paid out. Special allocations that differ from ownership percentages must meet the IRS “substantial economic effect” rules under IRC §704(b). A good agreement also includes tax distributions, so members get enough cash to cover the tax on income allocated to them.
Management & Voting
Member-managed means everyone runs it; manager-managed means one or more designated managers do, which suits passive investors or larger LLCs. The agreement sets which decisions need a simple majority and which need a supermajority, plus quorum and written-consent rules.
Transfer Restrictions
This keeps unwanted strangers out of your business. A right of first refusal makes a departing member offer their interest to the others first. Tag-along and drag-along rights handle what happens when one owner sells. Permitted transfers (to a family trust, say) are carved out.
Departure, Death & Buy-Sell
The section people skip and then regret. It sets a buyout when a member withdraws, is expelled, dies, or becomes disabled, including how the interest is valued and how the buyout is funded (life insurance is a common tool). Without it, a deceased member’s interest can pass to heirs you have never met.
Dissolution & Continuation
An anti-dissolution provision keeps the LLC going when a member leaves, dies, or is expelled, instead of letting a state default wind the whole company down.
How to Fill Out Your Operating Agreement (Step-by-Step)
Step 1: Gather Your Formation Documents
Have these ready: your Articles of Organization, your EIN confirmation letter, your business bank details, and a record of each member’s name, address, and contribution.
Step 2: Pick the Right Version
Use the single-member version above if you are the only owner. Use the full multi-member version if there are two or more of you. Do not skip sections thinking “we will never disagree.” The point is to handle the situations you do not expect.
Step 3: Fill In Formation Details
Copy your LLC’s exact name (including “LLC”), state and date of formation, registered agent, and principal office directly from your Articles of Organization, so the documents match.
Step 4: Complete the Membership Table
For each member, record full legal name, contribution type and amount, ownership percentage, and starting capital account. Ownership percentages must total exactly 100%.
Step 5: Choose Your Management Structure
Member-managed works when everyone is active and there are only a few of you. Manager-managed works when some members are passive, you want clear day-to-day authority, or you have five or more members.
Step 6: Set Profit and Distribution Terms
Decide whether profits split by ownership percentage or another formula, how often distributions happen, and whether there is a minimum tax distribution.
Step 7: Configure Transfer Restrictions
At a minimum, include a right of first refusal. Multi-member LLCs should also consider drag-along and tag-along rights and define permitted transfers for estate planning.
Step 8: Address Death and Disability
This is uncomfortable but essential. Decide who buys a departing member’s interest, how it is valued (agree now, while everyone is calm), the payment terms, and whether to fund the buyout with life insurance.
Step 9: Review, Sign, and Store
All members sign and date, each keeps a copy, and you store the original securely. Give a copy to your accountant. Do not file it with the state. Update it whenever membership or terms change, and if you need a formal change later, use an operating agreement amendment.
Free Template vs. Online Builder vs. Attorney
Our free template covers most standard LLCs. Here is the honest trade-off so you can match the tool to your situation.
| Option | Typical cost | Best for | Trade-off |
|---|---|---|---|
| Free template (like ours) | $0 | Single-member LLCs, simple multi-member LLCs with clear splits | You handle the state-specific tailoring yourself |
| Online builder (e.g., LawDepot) | Subscription or per-document | Owners who want guided questions and state-specific language | Ongoing cost; still not tailored legal advice |
| Custom attorney draft | ~$500 to $2,500 | Real estate or IP holdings, special allocations, complex tax planning, multi-state members | Highest cost; longer turnaround |
A custom attorney-drafted agreement is worth it when your LLC holds significant real estate or intellectual property, members contribute hard-to-value assets, you need special profit allocations, or your tax structure is complex. For a standard single or multi-member LLC, a properly completed template does the job.
Want state-specific language and guided questions while you fill it out? LawDepot’s operating agreement builder tailors the document to your structure.
State-by-State Operating Agreement Rules (2026)
Still budgeting the LLC itself? The current formation and annual-report numbers for every state are in our verified LLC filing fees by state table.
The Five States With a Statutory Requirement
Five states have a statute that calls for an operating agreement: California, New York, Missouri, Maine, and Delaware. Here is the part that trips people up: only New York requires it to be in writing. Under NY LLC Law §417, members must adopt a written operating agreement (it can be entered into before, at the time of, or within 90 days after filing). California, Missouri, Maine, and Delaware all permit an oral or implied agreement. A written agreement is strongly advisable in every state, because oral terms are nearly impossible to prove later.
Every Other State
No statute forces you to have one, but banks, investors, and courts all expect it. Operating without one anywhere is a needless risk.
A Few State-Specific Notes
California: the agreement cannot eliminate the core duty of good faith and fair dealing, and members keep certain inspection rights.
New York: must be in writing, as noted above. The separate publication requirement for new LLCs is not part of the operating agreement.
Texas: calls it a “company agreement” (Tex. Bus. Orgs. Code §101.001). It can be oral or written, but written is the practical standard.
Florida: under Chapter 605 (§605.0105), the agreement can restrict or even eliminate some fiduciary duties, but it cannot remove the duties of good faith and fair dealing or excuse willful misconduct.
Delaware: maximum flexibility. The agreement can expand, restrict, or eliminate fiduciary duties, with the one exception that it cannot eliminate the implied contractual covenant of good faith and fair dealing.
Common Operating Agreement Mistakes
Mistake 1: Using a Generic Template Without State-Specific Language
Every state has its own LLC act with different default rules. A template written for Delaware will not address New York’s written requirement or California’s inspection rules. Tailor it to your state.
Mistake 2: Not Addressing Member Departure
Without exit and continuation provisions, a departing member may be able to force the whole LLC to dissolve. Our template includes continuation and buyout language to prevent that.
Mistake 3: Handshake Changes Instead of Written Amendments
When members informally agree to change profit splits or roles, those changes may not be enforceable, or may contradict the written agreement. Use the amendment procedure every time something changes.
Mistake 4: Letting Your Tax Election and Agreement Disagree
If your agreement says profits split 60/40 but you file taxes showing 50/50, you are inviting questions from the IRS. Your agreement, tax filings, and actual distributions should line up.
Mistake 5: Filing It and Forgetting It
An operating agreement is not “sign once and ignore.” Review it yearly, update it when things change, and actually follow its terms. Ignoring your own agreement can be used against you in a dispute.
Frequently Asked Questions
Does a single-member LLC need an operating agreement?
Yes. Even without a second member to negotiate with, a single-member agreement documents that the LLC is a separate entity from you, is often required by banks to open a business account, sets out how the LLC is managed if you become incapacitated, and is expected (or required) in states like California, New York, and Delaware. You can copy a complete one from the template section above.
Can I write my own LLC operating agreement?
Yes. No law requires an attorney to draft it. The document does need to fit your state’s LLC rules and your actual situation, so a comprehensive template is far safer than writing from scratch, because it keeps you from missing critical provisions.
What happens if I don’t have an operating agreement?
Your state’s default LLC statute governs everything. That can mean equal profit splits regardless of who invested more, possible dissolution when a member leaves, and uncertainty about management authority. It also removes a useful piece of evidence that your LLC is a separate entity.
Can an operating agreement be amended?
Yes. The agreement should specify the required vote (often unanimous for the items that matter most). Put every amendment in writing, have the required members sign, and keep it with the original.
Is an operating agreement the same as Articles of Organization?
No. Articles of Organization is the public document filed with the state to create the LLC. The operating agreement is the private, internal document that governs how the LLC runs. You need both, for different reasons.
Do I file the operating agreement with the state?
In most states, no. It stays in your records. A few states require you to keep it at your principal office for member inspection, but even those generally do not require filing it. Banks or investors may ask for a copy.
Can an operating agreement override state law?
In many areas, yes. Most state LLC acts are default rules that apply only when the agreement is silent, so you can set your own voting thresholds, transfer restrictions, and dissolution events. Some protections, like member access to records or the right to seek judicial dissolution, generally cannot be waived.
Download Your Free LLC Operating Agreement
Don’t leave your LLC running on state defaults. Copy the single-member agreement above, or download our professionally formatted single and multi-member templates and complete yours today.
Prefer a guided experience? LawDepot’s operating agreement builder asks plain-English questions about your LLC and generates a state-specific document.
Available formats:
- Microsoft Word (.docx), fully editable
- PDF with fillable fields
- Google Docs for cloud editing
Sources & References
This guide is fact-checked against the following official and authoritative sources:
- Cornell LII — Limited Liability Company (LLC)
- Cal. Corp. Code §17703.04 — Member Liability
- New York LLC Law §417 — Operating Agreement
- IRC §704(b) — Partner Distributive Share
Fact-checked: July 2026 · ClearLegalTips editorial team. This is legal information, not legal advice.
ClearLegalTips is an independent publisher of plain-English legal guides, free document templates, and cost calculators for common U.S. legal tasks. Every article is reviewed by founder and editor Fatih Öztürk and fact-checked against official sources: statutes, court fee schedules, and government filing pages. Not a law firm; nothing here is legal advice.
