Is an operating agreement legally required?

A handful of states (e.g., New York, Missouri, California) require one; everywhere else it's optional but strongly advisable — without it, your state's default LLC statute decides your rules for you.

Does it get filed with the state?

No — it's an internal document. You file Articles of Organization with the state; the operating agreement stays with your records (and your bank may ask to see it).

Can I amend it later?

Yes — this template requires unanimous written consent to amend (clause 4), which is the standard protection for minority members.

LLC Operating Agreement Template

The internal rulebook for a US LLC: who owns what, who decides what, how money flows, and what happens when a member leaves.

LIMITED LIABILITY COMPANY OPERATING AGREEMENT of , LLC This Operating Agreement is adopted on by the Member(s) of , LLC, a limited liability company formed under the laws of . 1. FORMATION. The Company was formed on by filing Articles of Organization with the Secretary of State. Principal office: . 2. PURPOSE. The Company may engage in any lawful business, initially: . 3. MEMBERS & OWNERSHIP. — % membership interest — capital contribution: — % membership interest — capital contribution: 4. MANAGEMENT. The Company is ]. Day-to-day decisions require . The following require unanimous consent: admitting new members, selling substantially all assets, dissolving the Company, amending this Agreement. 5. DISTRIBUTIONS. Profits and losses are allocated in proportion to membership interests. Distributions are made , after maintaining reasonable reserves. 6. TAXES. The Company is taxed as . 7. BOOKS & BANKING. The Company keeps separate books and a dedicated bank account. Members may inspect records on reasonable notice. 8. TRANSFER OF INTERESTS. No Member may transfer their interest without first offering it to the other Members on the same terms (right of first refusal). Transfers to a spouse/trust for estate planning are permitted with notice. 9. MEMBER EXIT & BUYOUT. If a Member withdraws, dies, or becomes incapacitated, the Company or remaining Members may buy their interest at , paid over months. 10. DISSOLUTION. The Company dissolves on unanimous consent or as required by law; assets are distributed first to creditors, then to Members in proportion to interests. 11. LIMITATION OF LIABILITY & INDEMNITY. Members and managers are not personally liable for Company obligations, and are indemnified for acts in good faith on the Company's behalf. 12. GOVERNING LAW. Governed by the LLC laws of . SIGNED by all Members: _________________________ _________________________ Date: Date:

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Using this for something that matters?

This free llc operating agreement covers the standard situation. If real money, property, or an ongoing relationship rides on it, a professionally drafted version — or a quick attorney review of what you've filled in — costs little and removes the guesswork.

Ask any local attorney for a fixed-fee document review — most offer one.

How to use this template

Single-member LLCs need this too: an operating agreement is core evidence that the LLC is real and separate — which is the whole point of the liability shield.
Clause 9 (buyout) is the one that saves friendships. Agree the valuation method while everyone still likes each other.
Banks routinely ask for the operating agreement when opening the business account — have it signed before you go in.

These templates are general forms for informational purposes, not legal advice, and no attorney-client relationship is created by using them. Laws vary by state and country — have a licensed attorney review any document before you rely on it.

Common questions

Related templates

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