LLC operating agreement template
Set out how your LLC is owned, managed, and run in one written agreement.
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About LLC operating agreement
An LLC operating agreement is the internal document that sets out how a limited liability company is owned and run. It covers who the members are, how much each one owns, how profits and losses are shared, how the company is managed, and what happens if a member leaves or the company closes.
This page is a general template and a convenience for drafting, not legal advice, and for important matters consult a qualified professional in your jurisdiction. Rules for LLCs differ by state, so confirm what applies where your LLC is formed before you rely on this document.
Who needs to complete it
- Owners forming a new single member or multi member LLC.
- Business partners who want ownership and profit shares written down.
- LLC members who need to set clear rules for management and voting.
- Anyone who wants a record of how the company handles new or departing members.
How to fill out LLC operating agreement
- 1Enter the LLC name and the state where it is formed, along with the effective date.
- 2List each member and the ownership percentage or units they hold.
- 3Record the capital each member is contributing, such as cash, property, or services.
- 4Choose whether the LLC is member managed or manager managed, and name any managers.
- 5State how profits and losses are shared and how and when distributions are made.
- 6Set out voting rights and how major decisions are approved.
- 7Describe how a member can transfer their interest, join, or leave, and how the company can be dissolved.
- 8Have every member review the agreement, then sign and date it, and give each member a copy.
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Frequently asked questions
Does an LLC need an operating agreement?
Even where it is not required, a written agreement helps members agree on ownership, management, and money before problems arise. This page is a general template and a convenience, not legal advice, and for important matters consult a qualified professional in your jurisdiction.
Can a single member LLC use this?
Yes. A single member LLC can use a simpler version to record ownership, how the business is run, and what happens if the owner steps away.
Do I file the operating agreement with the state?
Usually not. It is an internal document the members keep. The LLC itself is registered separately with the state.
What is the difference between member managed and manager managed?
In a member managed LLC the owners run the day to day business. In a manager managed LLC the members appoint one or more managers to run it instead.