LLC Operating Agreement Template

Only a few states legally require an operating agreement, but the practical requirements show up everywhere: banks ask for it to open a business account, investors and lenders ask for it in diligence, and courts look for it when someone challenges whether the LLC is a real separate entity.

For a single-member LLC, the agreement is what demonstrates separation between you and the company — a key part of preserving liability protection. For a multi-member LLC, it's what prevents a disagreement over profit splits from becoming a lawsuit.

• LLC legal name, formation state, and registered address
• Each member's name, capital contribution, and ownership percentage
• Whether the LLC is member-managed or manager-managed
• How profits and losses are allocated, and when distributions happen
• Voting rules — which decisions need a majority and which need unanimity
• Transfer restrictions and what happens if a member dies, quits, or is bought out
• Dissolution procedure

Buy-sell terms are the ones people skip and regret. Decide now what triggers a buyout, how the interest gets valued, and how long the company has to pay. Doing it after a falling-out is far more expensive.

Capital call rules matter too: if the business needs more money, is a member required to contribute, and what happens to the ownership split if one member can and another can't?

If you elect S-corp taxation, the allocation language needs to stay consistent with a single class of stock — disproportionate distributions can jeopardize the election.

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Easy Legal AI is not a law firm and does not provide legal advice or attorney representation. This page and the documents it creates are self-help tools. Laws differ by state and change over time — for a high-value dispute or an unusual situation, have a licensed attorney in your state review the document before you rely on it.