LLC Operating Agreement Template — Free to Preview, Attorney-Reviewed

An operating agreement is the internal contract between the owners (members) of an LLC. It defines who owns what percentage, who has authority to make decisions, how profits and losses are allocated, what happens when a member leaves or dies, and how the company can be dissolved. Unlike the Articles of Organization — the one-page filing that legally creates the LLC with the state — the operating agreement is never filed publicly. It lives in your company records and controls the relationship between owners.

Its most important practical job is protecting your personal assets. Courts pierce the corporate veil — meaning owners become personally liable for company debts — when an LLC looks like an alter ego of the owner rather than a real, separate entity. A signed operating agreement is one of the clearest signals a court, bank, or IRS auditor uses to confirm the LLC is legitimate. Skipping it is one of the most common and expensive mistakes new business owners make.

Every LLC. Multi-member LLCs need one to prevent disputes; single-member LLCs need one to preserve liability protection. Even solo consultants and freelancers operating through an LLC should have a signed agreement in their records.

Certain audiences will refuse to work with you without one:

• Banks. Most banks require a copy before they open a business account for a multi-member LLC.
• Investors and lenders. Any due diligence package expects a signed operating agreement.
• Buyers. If you sell the business, the buyer will demand a clean operating agreement as part of the deal.
• Courts and the IRS. In a lawsuit or audit, the operating agreement is the document that proves how the LLC is structured.

A good template — including the one Easy Legal AI generates — covers each of the following sections. The AI adapts the language automatically based on your state and answers.

1. Formation. Name of the LLC, state of formation, effective date, principal office address, and registered agent.
2. Purpose. A description of the business activities the LLC will engage in.
3. Members and capital contributions. Who the owners are, what each contributed (cash, property, services), and each member's ownership percentage.
4. Allocations and distributions. How profits, losses, and cash distributions are shared between members.
5. Management. Whether the LLC is member-managed or manager-managed, who has signing authority, and what decisions require a vote.
6. Voting rights. What percentage is required to approve routine actions, major actions, and amendments.
7. Transfers, buy-sell, and exit. What happens when a member wants out, becomes disabled, or dies.
8. Dissolution. The events that trigger winding-up and how remaining assets are distributed.

Single-member LLC. The agreement is shorter because there is nothing to vote on, but it must still clearly separate the owner from the entity — capital account, distributions, and dissolution procedure. This is what preserves the liability shield.

Multi-member LLC. The agreement gets longer because it has to handle disagreement. It should include voting thresholds, capital-call procedures, transfer restrictions (right of first refusal), and a buy-sell provision that spells out how a departing member's interest is valued and paid out. Skipping the buy-sell is the single most expensive drafting mistake in small-LLC agreements.

1. Open the operating agreement builder and answer the guided questions — state, single- or multi-member, management structure, and capital contributions.
2. The AI drafts a full agreement using your inputs. Preview every clause before you pay.
3. Download PDF and Word versions, save to the Document Vault, and send for e-signature to all members.
4. Store the signed original with your company records. Update it whenever ownership or management changes.

Every download includes a Word version so your attorney can red-line specific clauses if you ever need to negotiate a bespoke deal on top of the standard template.

• How to apply for an EIN online — the next step after your LLC is formed.
• Full LLC formation service — file with the state, get your EIN, and receive the operating agreement together.
• AI contract generator — draft NDAs, service agreements, and independent contractor agreements once your LLC is live.