LLC Operating Agreement Templates for All 50 States
A well-drafted operating agreement defines how your LLC is managed, how profits are distributed, and what happens if a member leaves. Find the requirements and template guidance for your state below.
What an operating agreement covers
- Member ownership percentages
- Voting rights and decision-making
- Profit and loss distribution
- Manager vs. member-managed structure
- Procedures for adding or removing members
- What happens if the LLC dissolves
Templates published for all 50 states.
Single-member vs. multi-member operating agreements
Single-member LLC
- Sole owner, no partner disputes
- Simpler structure with fewer provisions
- Still protects personal liability
- Required by some banks to open a business account
Multi-member LLC
- Defines each member's ownership percentage
- Covers voting thresholds for major decisions
- Sets buyout procedures if a member exits
- Addresses deadlock resolution between members
Operating Agreement FAQs
- Most states don't require an operating agreement, but five do: California, Maine, Missouri, New York, and New Hampshire. Even where it's not legally required, every LLC should have one. Without an operating agreement, your state's default LLC statutes govern how your business runs, and those defaults often don't match how you actually intend to operate. For example, some state defaults split profits equally regardless of ownership percentage, require unanimous consent for routine decisions, or restrict member transfers in ways that could paralyze the business. Courts also use operating agreements to confirm that members understand the LLC provides liability protection, which helps defeat 'piercing the corporate veil' claims.
- If your LLC has no operating agreement, state default rules fill every gap. These rules vary significantly by state and are written for a generic LLC, not yours. Common default rules that catch owners off guard: profit and loss splits equally regardless of capital contributed, any member can force dissolution under certain circumstances, all members must consent before adding a new member (which can deadlock the business), and managers or members may have unlimited authority to bind the LLC to contracts. For single-member LLCs, the larger risk is that a court may disregard the LLC structure entirely if there's no documentation showing you treated the LLC as a separate entity, an operating agreement helps establish that separation.
- Yes, you can draft your own LLC operating agreement without an attorney. For a single-member LLC with straightforward ownership, a template adapted to your state's laws is usually sufficient. The essential provisions to include are: member names and ownership percentages, capital contributions, how profits and losses are distributed, whether the LLC is member-managed or manager-managed, voting thresholds for major decisions, procedures for admitting new members or handling a member's departure, and what happens if the LLC dissolves. Multi-member LLCs with complex ownership structures, different classes of membership, or outside investors benefit from attorney review to catch provisions that could create disputes later. Operating agreement disputes are expensive litigation.
- No state requires you to notarize or file your LLC operating agreement with the state. It's a private internal document kept in your company records. Because it's not filed publicly, you can update it without paying state filing fees or waiting for government processing. Some members choose to have their signatures notarized for extra evidentiary weight if the agreement is ever challenged in court, but it's not legally required anywhere in the U.S. The important thing is that all members sign and date it, keep a copy in the LLC's records book, and update it when ownership or management structure changes materially.
- A single-member LLC operating agreement primarily establishes the separation between you as an individual and your LLC as a business entity. It documents that you made a capital contribution, that the LLC's assets are distinct from your personal assets, and outlines how you'll manage the business. This documentation is crucial for maintaining liability protection. A multi-member operating agreement addresses everything a single-member agreement does, plus the interpersonal mechanics between owners: each member's ownership percentage and initial contribution, voting rights and what threshold is needed for different types of decisions, how profits and losses are allocated and when distributions are made, what happens if a member wants to sell their interest or leaves the LLC, and buyout valuation methods and procedures.