How to get an LLC operating agreement (2026)

Articles of organization create the LLC on the state’s public database. An operating agreement (sometimes “company agreement” in Texas) is the private contract among the members about how that LLC actually runs. The U.S. Small Business Administration describes it as the document that outlines financial and functional decisions once the members sign it. It is not a second formation filing, not a tax election, and not a license. Side-by-side desk map: Operating agreement vs articles of organization. Series structures (some states only) usually need OA schedules — Series LLC.

State walkthroughs on this site already mention the document in passing: Georgia, California, Texas, Florida, New York, Illinois, Pennsylvania, North Carolina, Ohio, Michigan, Arizona, New Jersey, Virginia, Colorado, Washington, Massachusetts, Maryland, Tennessee, Indiana, Minnesota, Oregon, Wisconsin, South Carolina, Missouri, Connecticut, Alabama, Louisiana, Kentucky, Oklahoma, Iowa, Kansas, Arkansas, Nevada, Utah, Delaware, Wyoming, New Mexico, Idaho, Mississippi, Nebraska, New Hampshire, Alaska, Hawaii, Maine, Montana, North Dakota, Rhode Island, South Dakota, Vermont, and West Virginia. This page is the cross-state primer. File in the state where the work is done.

Is there a free LLC operating agreement template?

Yes. Download the free single-member or multi-member agreement below as plain text, or use the free operating agreement builder to fill one in on screen and download a PDF or Word file. Fill in every bracket, have each member sign, and keep the signed copy with the stamped articles and your EIN letter.

• Free single-member LLC operating agreement (.txt): one owner, 14 short sections including a successor if the owner dies.
• Free multi-member LLC operating agreement (.txt): two or more owners, with voting, buyout, right of first refusal, and an ownership schedule.

Builder: free operating agreement builder.

Want a fuller version? The paid template below adds a plain-language note under every section and comes as an editable Word file.

How do I get an operating agreement for my LLC?

Get one in three ways: fill in a free template, use the template a formation service bundles with your filing, or hire a lawyer in your formation state. Then have every member sign and date it and keep it with the LLC’s records. You never file it with the state, and notarization is generally not required.

Do I file the operating agreement with the Secretary of State?

No. The SBA says operating agreements stay with the business’s core records, are not required to be filed, and will not be accepted by the state. California’s Business Entities FAQs and New York’s Department of State say the same. Keep the signed original with the stamped articles and give each member a copy.

Does a single-member LLC need an operating agreement?

In most states, no law makes a one-owner LLC write one. New York requires a written agreement within 90 days of filing, and Missouri requires one. California’s LLC Act allows an oral or implied one. Write one anyway: banks often ask for it, and it names a successor so the LLC does not stall or dissolve if you die.

The SBA’s register-your-business guide still lists an operating agreement as widely recommended even where the state does not mandate one. Without it, state default LLC statutes decide ownership, management, and exits for you.

What clauses does a multi-member LLC operating agreement need?

Beyond ownership and management, a multi-member agreement should cover capital calls, how profits and distributions are split, which votes need a majority or everyone, how a 50/50 deadlock is broken, buyout pricing when a member leaves or dies, limits on selling to outsiders, dispute resolution, and how the agreement itself gets amended.

Desk pages: Capital calls, LLC profit distribution, LLC voting rights, Deadlock breakers, and Buy-sell agreement.

What should a single-member LLC operating agreement include?

A single-member LLC operating agreement should name the LLC exactly as filed, state that one member owns 100%, record the starting capital contribution, say who manages and signs, set how money moves between owner and company, note the default tax treatment, and name a successor if the owner dies or becomes incapacitated, plus transfer and dissolution rules.

Desk pages for each row: Member capital contributions, Manager-managed vs member-managed LLC, First business checking account, LLC bookkeeping, LLC entity classification election, LLC S corp election, Add a member to an LLC, Transfer LLC ownership, and Dissolve or cancel an LLC.

Plan for the owner’s death or incapacity

A one-owner LLC has no co-member to keep it running. Delaware’s LLC Act shows why the successor clause matters: under 6 Del. C. § 18-801(a)(4), an LLC is dissolved at any time there are no members unless, within 90 days (or another period the agreement sets), the last member’s personal representative agrees to continue it, or a member is admitted under an agreement clause written for that situation. Other states word this differently, so check the formation state’s LLC act and line the clause up with the owner’s will or trust.

Sign and date it as the sole member — before, at, or soon after filing, depending on the state (New York: within 90 days after the articles) — and keep it with the stamped articles and the EIN confirmation letter. Update it when ownership, management, or the successor changes: Amend an LLC operating agreement.

How do I write an LLC operating agreement?

Work through seven parts in order: the LLC’s basic details, members and ownership percentages, management and voting, money and distributions, transfers and exits, tax treatment, and signatures. Use the exact legal name from your filed articles, have every member sign and date the final version, and revise it whenever owners or terms change.

1. Basic information. LLC name, formation state, filing date, principal address.
2. Members and percentages. Who owns what, and what each person put in.
3. Management. Member-managed (owners run it) or manager-managed (named managers run it), and which decisions need everyone’s vote.
4. Money. How profits, losses, and distributions are shared, and whether anyone must put in more money later.
5. Transfers and exits. What happens when someone wants out, dies, or becomes disabled, and how the share is priced.
6. Tax treatment. The IRS default (disregarded for one owner, partnership for two or more) or an S or C corporation election.
7. Sign and store. Every member signs, each keeps a copy, and the original stays with the LLC’s records. Revise it when owners or terms change.

What happens if an LLC has no operating agreement?

Your state’s LLC act fills every gap with default rules the owners never chose, such as equal votes regardless of who invested more. Co-owners end up arguing ownership from memory, nothing says who can buy a departing or deceased member’s share, and many banks will ask for a signed agreement before opening the account.

Which states require an operating agreement?

New York requires members to adopt a written operating agreement before, at, or within 90 days after filing the articles. Missouri also requires one, Maine says one must exist but may be oral or implied, and California’s LLC Act allows an oral or implied one. Most other states, including Georgia, Texas, and Florida, leave it optional and apply default rules instead.

Some sites list Maine and Delaware as states that “require” an operating agreement. Here is what the statutes actually say: Maine says an agreement must exist but lets it be oral or implied, and Delaware’s definition also allows written, oral, or implied agreements. Neither statute requires a signed written document the way New York’s does, but a written one is the only version you can show a bank or a court.

Do I need a lawyer to write an operating agreement?

Not always. A one-owner LLC with no investors, no employees, and a simple business can often start from a plain template. Hire a lawyer in your formation state if there is more than one member, unequal capital, preferred returns, vesting, company IP, a manager who is not a member, or a planned sale or estate transfer.

Formation services often bundle a template with the articles filing; that is convenient paperwork, not a substitute for counsel when the facts are not simple. New York’s Department of State notes that operating agreements create legally enforceable rights and that anyone forming an LLC should consider a lawyer.

How do I add or remove a member later?

Update the operating agreement first. Adding, removing, or buying out a member, or selling or gifting a membership interest, is usually a signed amendment or assignment among the members, not a Secretary of State form. Then handle any state filing, bank update, or tax change the move triggers in your formation state.

Walkthroughs: Add a member, Remove a member, Transfer LLC ownership, and Amend an operating agreement.

More operating agreement questions

Does an LLC operating agreement need to be notarized?

Generally no. Members sign it to make it binding; no state formation desk collects or notarizes it. A bank, title company, or lender may ask for a notarized or certified copy for its own file, so check with them if a deal depends on it. If one does, you can get it notarized online through Business Anywhere.

Will a bank ask for an operating agreement?

Often yes. Opening business checking in the LLC’s name typically wants filed articles, the IRS EIN confirmation letter, ID for the controlling person, and often an operating agreement (First business checking account). Lenders, payment processors, and some landlords make the same ask.

Does an operating agreement replace the EIN or registered agent?

No. Get the EIN free from the IRS after the state entity exists (Get an EIN). The registered agent is the public role for lawsuits and official mail (Registered agent basics). The operating agreement is a separate internal contract.

What is the difference between Articles of Organization and an operating agreement?

The Articles of Organization (called a Certificate of Formation in some states) are the public filing that creates the LLC with the state. The operating agreement is the private contract among the owners about ownership, votes, money, and exits. You file the articles; you keep the operating agreement. More: Operating agreement vs articles.

Should I write the operating agreement before or after forming the LLC?

Either works in most states, but sign it soon after the state accepts the filing so the bank and your co-owners see the same terms. New York sets a deadline: the written agreement must be adopted before, at, or within 90 days after filing the articles (LLC Law § 417).

Which state’s operating agreement should I use?

Use the law of the state where the LLC was formed, not the state you live in (if they differ). The agreement should name that state in its governing-law clause.

What this page does not cover

• State-specific default rules for voting, distributions, or dissociation. Those come from the formation state’s LLC act.
• Whether a particular template is “court-tested.” This site does not run product tests; the Formation Lane template is a plain-language starting point, not a court-tested form.
• Tax elections (S corporation, partnership returns for multi-member LLCs) or FinCEN beneficial-ownership reporting.
• Series LLC operating agreement schedules (some states only): Series LLC.