Do I need an Operating Agreement for a single-member LLC?

Yes. California, New York, Missouri, Maine, and Delaware require one by statute, and every other state strongly recommends it. Even for a solo owner, the agreement is the primary evidence that your LLC is a separate legal entity, which is what protects your personal assets if the LLC is ever sued.

Do I have to file my LLC Operating Agreement with the state?

No. Operating Agreements are internal documents. You keep the signed original in your company records and share copies with banks, investors, and the IRS on request. Only your Articles of Organization are filed with the state.

Can I write my own LLC Operating Agreement or use a free template?

Yes for straightforward single-member or 50/50 multi-member LLCs. Use a state-specific template like the one in this guide, fill in every bracketed field, and have all members sign. Get an attorney review if you have outside investors, unusual profit splits, foreign members, or complex assets.

How much does an LLC Operating Agreement cost?

A free template costs nothing. An attorney-drafted agreement typically ranges from $500 to $2,500 depending on complexity. Gullia Filing includes a customized, state-specific Operating Agreement with every US LLC formation package at no extra charge.

What happens if my LLC has no Operating Agreement?

Your LLC is governed entirely by your state default LLC statute. That usually means equal profit splits regardless of who put in the money, unanimous consent for basic decisions, forced dissolution when a member leaves, and a much weaker defense against a lawsuit trying to pierce the corporate veil.

Does the Operating Agreement need to be notarized?

No state requires notarization for an Operating Agreement to be valid. Notarization is optional and only useful if you want extra evidence of the signing date. Electronic signatures through DocuSign or HelloSign are fully valid in all 50 states.

How often should I update my LLC Operating Agreement?

Review it every one to two years and any time ownership changes, a member joins or leaves, you change tax elections such as electing S-corp status, you take on investors, or you significantly change how the business is managed.

LLC Operating Agreement: Free Template & 2026 Guide

TL;DR

An LLC Operating Agreement is the internal contract that defines who owns your LLC, how it is run, how profits are split, and what happens if a member leaves, dies, or the company is sold. Every US LLC should have one, including single-member LLCs, because it protects your limited liability, overrides unhelpful state default rules, and is required by most banks, investors, and payment processors.

Not filed with the state, kept in your company records.
Required by statute in California, New York, Missouri, Maine, and Delaware.
A free, attorney-style template is included below, ready to copy.

Forming your company first? Start with US LLC formation and we will prepare a customized Operating Agreement, EIN, and Registered Agent as part of the package.

What Is an LLC Operating Agreement?

An LLC Operating Agreement (sometimes called an "organizational agreement", "LLC agreement", or "company agreement" in Texas) is a written contract between the members (owners) of a Limited Liability Company. It sets the internal rules of the business, similar to how bylaws govern a corporation or a partnership agreement governs a partnership.

While your Articles of Organization create the LLC in the eyes of the state, the Operating Agreement governs how the LLC actually runs day to day.

Why Every LLC Needs One

Important

Without an Operating Agreement, your LLC is governed entirely by your state default LLC statute, which is almost never written in your favor.

Protects your limited liability. Courts look for evidence that the LLC is a real, separate entity. A signed Operating Agreement is the single strongest document you can show to defeat a "pierce the corporate veil" argument.
Overrides bad default rules. State default rules often split profits equally regardless of capital contributions, require unanimous consent for basic decisions, and force dissolution when a member leaves.
Required for banking and payments. Mercury, Chase, Wise, Stripe Atlas partners, and most business banks ask for an Operating Agreement before opening an account.
Required by investors. No serious investor, VC, or acquirer will fund or buy an LLC without reviewing its Operating Agreement.
Prevents co-founder disputes. Ownership %, voting, salaries, and exit terms are settled in writing while everyone is still friends.

Single-Member vs Multi-Member LLC Agreements

Topic	Single-Member LLC	Multi-Member LLC
Is it required?	Recommended (required in CA, NY, MO, ME, DE)	Yes, effectively required
Main purpose	Prove separation between you and the LLC	Govern relationships between owners
Key clauses	Ownership, management, capital, succession	All of the above plus voting, distributions, transfers, buy-sell
Length	4 to 8 pages	12 to 30+ pages
Notarization	Not required, but recommended	Not required, but recommended

What to Include in an LLC Operating Agreement

A complete Operating Agreement usually contains the following sections. Our free template below includes all of them.

Company Information: legal name, principal office, registered agent, formation date, state, purpose, term.
Members and Ownership: names, addresses, capital contributions, ownership percentages (membership interests).
Management Structure: member-managed or manager-managed, officer titles, authority limits.
Capital Contributions: initial contributions, future contributions, treatment of loans from members.
Allocations and Distributions: how profits, losses, and cash are split; tax distributions.
Voting and Decision-Making: what needs a majority, supermajority, or unanimous vote.
Books, Records, and Tax Elections: fiscal year, accounting method, S-corp or C-corp election.
Transfers of Membership Interests: right of first refusal, permitted transfers, drag-along, tag-along.
Buy-Sell Provisions: what happens on death, disability, divorce, bankruptcy, or voluntary exit.
Dissolution and Winding Up: triggers for dissolution, order of payments, final distributions.
Indemnification and Limitation of Liability: protection for members and managers acting in good faith.
General Provisions: governing law, dispute resolution, amendments, notices, severability.

Free LLC Operating Agreement Template

Note

This template is a plain-English starting point suitable for most US LLCs. Copy it, fill in the bracketed fields, and have all members sign. For LLCs with outside investors, real estate, or unusual profit splits, have an attorney review before signing.

text

LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
[COMPANY LEGAL NAME], LLC

This Operating Agreement (the "Agreement") is entered into and effective as of
[DATE], by and among the persons listed on Schedule A (each a "Member" and
collectively the "Members") of [COMPANY LEGAL NAME], LLC, a [STATE] limited
liability company (the "Company").

ARTICLE 1  FORMATION
1.1  Formation. The Company was formed on [FORMATION DATE] by filing Articles
     of Organization with the [STATE] Secretary of State.
1.2  Name. The name of the Company is [COMPANY LEGAL NAME], LLC.
1.3  Principal Office. [STREET, CITY, STATE, ZIP].
1.4  Registered Agent. [AGENT NAME AND ADDRESS].
1.5  Purpose. The Company may engage in any lawful business permitted under
     the laws of the State of [STATE].
1.6  Term. The Company shall continue in perpetuity unless dissolved under
     Article 10.

ARTICLE 2  MEMBERS AND MEMBERSHIP INTERESTS
2.1  Members. The name, address, capital contribution, and Membership Interest
     of each Member is set forth on Schedule A.
2.2  Additional Members. Additional Members may be admitted only with the
     written consent of Members holding at least [MAJORITY / 75% / UNANIMOUS]
     of the Membership Interests.
2.3  No Personal Liability. No Member shall be personally liable for any debt,
     obligation, or liability of the Company solely by reason of being a Member.

ARTICLE 3  CAPITAL CONTRIBUTIONS
3.1  Initial Contributions. Each Member has contributed the cash, property, or
     services described on Schedule A.
3.2  Additional Contributions. No Member is required to make additional capital
     contributions unless approved in writing by all Members.
3.3  Loans. Any loan by a Member to the Company shall be on commercially
     reasonable terms documented in a separate promissory note.
3.4  No Interest on Capital. No Member is entitled to interest on capital
     contributions.

ARTICLE 4  ALLOCATIONS AND DISTRIBUTIONS
4.1  Allocations. All items of income, gain, loss, deduction, and credit shall
     be allocated among the Members in proportion to their Membership Interests.
4.2  Distributions. Distributions of available cash shall be made at such times
     and in such amounts as determined by the Members holding a majority of the
     Membership Interests, pro rata based on Membership Interests.
4.3  Tax Distributions. To the extent cash is available, the Company shall
     distribute to each Member, no later than April 1 and September 1 of each
     year, an amount sufficient to cover such Members estimated federal and
     state income tax liability attributable to Company income, at an assumed
     rate of [37%].

ARTICLE 5  MANAGEMENT
5.1  Management Structure. The Company is [MEMBER-MANAGED / MANAGER-MANAGED].
5.2  Authority. [If Member-Managed] Each Member has authority to bind the
     Company in the ordinary course of business.
     [If Manager-Managed] Only the Manager(s) listed on Schedule B may bind
     the Company. Members have no authority to act on behalf of the Company.
5.3  Major Decisions. The following actions require the written consent of
     Members holding at least [75%] of the Membership Interests:
     (a) selling all or substantially all of the Company assets;
     (b) merging, converting, or dissolving the Company;
     (c) admitting a new Member;
     (d) incurring debt in excess of $[25,000];
     (e) amending this Agreement.

ARTICLE 6  BOOKS, RECORDS AND TAX
6.1  Books. The Company shall maintain complete books and records at its
     principal office. Any Member may inspect them upon reasonable notice.
6.2  Fiscal Year. The fiscal year of the Company is the calendar year.
6.3  Tax Classification. The Company shall be taxed as a
     [DISREGARDED ENTITY / PARTNERSHIP / S-CORPORATION / C-CORPORATION] for
     federal income tax purposes.
6.4  Tax Matters. [MEMBER NAME] is designated as the Partnership
     Representative under Section 6223 of the Internal Revenue Code.

ARTICLE 7  TRANSFERS OF MEMBERSHIP INTERESTS
7.1  Restrictions on Transfer. No Member may sell, assign, pledge, or
     otherwise transfer any Membership Interest without the prior written
     consent of Members holding at least [75%] of the remaining Membership
     Interests.
7.2  Right of First Refusal. Before transferring to a third party, the
     selling Member must first offer the interest to the Company, and then to
     the other Members, on the same terms.
7.3  Permitted Transfers. Transfers to a trust or entity wholly owned by a
     Member for estate-planning purposes are permitted with prior written
     notice to the Company.

ARTICLE 8  BUY-SELL EVENTS
8.1  Triggering Events. On the death, permanent disability, bankruptcy,
     divorce settlement, or voluntary withdrawal of a Member, the Company
     shall have the option (and if not exercised, the other Members shall
     have the option) to purchase that Members Membership Interest at Fair
     Market Value.
8.2  Fair Market Value. Fair Market Value shall be determined by
     [AGREED FORMULA / INDEPENDENT APPRAISER / MOST RECENT 409A VALUATION].
8.3  Payment Terms. The purchase price may be paid in cash at closing or over
     [36] months in equal monthly installments with interest at the Applicable
     Federal Rate.

ARTICLE 9  INDEMNIFICATION
9.1  The Company shall indemnify each Member, Manager, and officer to the
     fullest extent permitted by [STATE] law for any loss arising from acts
     taken in good faith on behalf of the Company, other than acts constituting
     fraud, gross negligence, or willful misconduct.

ARTICLE 10  DISSOLUTION
10.1 The Company shall dissolve on:
     (a) the written consent of Members holding at least [75%] of the
         Membership Interests; or
     (b) the entry of a decree of judicial dissolution.
10.2 On dissolution, the Company assets shall be applied in the following
     order: (i) creditors, (ii) Member loans, (iii) return of capital
     contributions, (iv) remaining amounts to Members pro rata based on
     Membership Interests.

ARTICLE 11  GENERAL PROVISIONS
11.1 Governing Law. This Agreement is governed by the laws of the State of
     [STATE], without regard to conflicts of laws principles.
11.2 Dispute Resolution. Any dispute shall be resolved by binding arbitration
     in [CITY, STATE] under the rules of the American Arbitration Association.
11.3 Amendments. This Agreement may be amended only by a written instrument
     signed by Members holding at least [75%] of the Membership Interests.
11.4 Entire Agreement. This Agreement is the entire understanding of the
     Members regarding the Company and supersedes all prior agreements.
11.5 Counterparts. This Agreement may be signed in counterparts, including
     electronic signatures, each of which is deemed an original.

IN WITNESS WHEREOF, the Members have executed this Agreement as of the date
first written above.

_______________________________          _______________________________
[MEMBER 1 NAME]                          [MEMBER 2 NAME]

SCHEDULE A  MEMBERS, CONTRIBUTIONS, AND INTERESTS
| Member Name | Address | Capital Contribution | Membership Interest |
|-------------|---------|----------------------|---------------------|
| [Name]      | [Addr]  | $[Amount]            | [%]                 |
| [Name]      | [Addr]  | $[Amount]            | [%]                 |

SCHEDULE B  MANAGERS (if Manager-Managed)
| Manager Name | Title | Term |
|--------------|-------|------|
| [Name]       | [CEO] | [Indefinite] |

How to Sign and Store Your Operating Agreement

Fill in every bracketed field. Do not leave placeholders in the executed version.
Have every Member sign. Electronic signatures (DocuSign, HelloSign) are valid in all 50 states.
Give each Member an executed PDF and store the master copy in your company records.
Do not file it with the state. It is an internal document.
Review it every 1 to 2 years, and any time ownership, management, or tax status changes.

Common Mistakes To Avoid

Important

The three most common (and most expensive) mistakes we see when reviewing DIY Operating Agreements.

Copying a template for the wrong state. Delaware, California, and New York have specific statutory requirements that a generic template will miss.
Skipping the buy-sell section. Without it, a divorcing spouse or the heirs of a deceased Member can become your business partners overnight.
Ownership % that does not match capital contributions or Schedule K-1s. Mismatches trigger IRS scrutiny and destroy the S-corp election if you have one.

When To Get Professional Help

DIY the Operating Agreement if you are a single-member LLC or a two-person LLC with a straightforward 50/50 or contribution-based split. Bring in a professional if any of the following apply:

Outside investors, SAFEs, or convertible notes.
Real estate, intellectual property, or licensed activities.
Non-US members (special tax and reporting rules apply).
Profit splits that differ from ownership percentages.
Vesting, options, or profits interests for team members.

If you would rather not think about any of this, Gullia Filing includes a customized, state-specific Operating Agreement with every US LLC formation package, along with your EIN, Registered Agent, and BOI report. See our business formation service or talk to a specialist.