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LLC Operating Agreement

An LLC operating agreement sets out who owns a limited liability company, how it is run, and how profits, losses and decisions are shared.

LLC Operating Agreement rules by state

We are still checking each state’s signing rules for this document against the state’s own statutes. A state appears here, with its sources, as soon as that check is done.

When to use one

  • You just formed an LLC, alone or with co-owners.
  • A bank or an investor asked for the company’s operating agreement.
  • Members are joining or leaving and ownership needs to be written down.

Not the right document? It does not create the LLC. The company exists once the state accepts its formation filing, called articles of organization or a certificate of formation depending on the state.

Who signs

Members
The owners of the LLC
Manager
Only in a manager-managed LLC: the person who runs it

Have at hand

  • LLC name and the state where it was formed
  • Each member’s name, contribution and ownership share
  • Member-managed or manager-managed
  • How votes, profits and transfers of ownership work

What our operating agreement covers

  1. 1Formation
  2. 2Members and ownership (Schedule A)
  3. 3Capital contributions
  4. 4Profits, losses and distributions
  5. 5Taxes
  6. 6Management
  7. 7Decisions and voting
  8. 8Duties and outside activities
  9. 9Limited liability and indemnification
  10. 10Records, bank accounts and state filings
  11. 11Transfers of membership interest
  12. 12Right of first refusal
  13. 13Death, incapacity or withdrawal of a Member
  14. 14New Members
  15. 15Dissolution and winding up
  16. 16Governing law
  17. 17General terms
  18. 18Signatures

SimplePaperwork is not a law firm and does not give legal advice. We explain public forms and official steps, and you decide what to sign and file.