LLC Operating Agreement Generator
Write down how your LLC is owned and run: who the members are, what each put in, who owns what percentage, who manages the business, how votes work, and what happens when a member leaves or the company closes. Single-member and multi-member versions, free PDF in English or Spanish. It runs in your browser.
A starting point, not a substitute for your state's law.
Your state's LLC act fills in anything the agreement leaves out, and some of its rules cannot be changed by agreement. This is a self-help template, not legal advice. RecordingLaw.com is not a law firm.
Still blank (these print as blanks you can fill in by hand):
- LLC name
- State of formation
- Name of member 1
- Name of member 2
- Ownership % of member 1
- Ownership % of member 2
Everything runs in your browser. Nothing you type is sent to or stored on our server.
Operating Agreement of [COMPANY NAME]
This Operating Agreement (the “Agreement”) of [COMPANY NAME] (the “Company”), a limited liability company organized under the laws of the State of [STATE], is made effective [DATE] by its members listed in Schedule A (each a “Member”).
1. Formation
The Company was formed as a limited liability company under the laws of the State of [STATE]. The rights and obligations of the Members are governed by this Agreement and, for matters this Agreement does not address, by the limited liability company law of the State of [STATE] (the “Act”). If any provision of this Agreement conflicts with a provision of the Act that cannot be changed by agreement, the Act controls.
2. Name, Office, and Purpose
The name of the Company is [COMPANY NAME]. Its principal office is [ADDRESS], or any other place the Members designate. The purpose of the Company is to engage in any lawful business for which a limited liability company may be organized.
3. Members and Capital Contributions
The Members and their initial capital contributions are listed in Schedule A. No Member is required to make any additional capital contribution unless all Members agree in writing. No Member earns interest on a capital contribution or may withdraw it except as this Agreement provides.
4. Ownership Percentages
Each Member’s ownership percentage (“Percentage Interest”) is stated in Schedule A. Percentage Interests change only by a written amendment signed by all Members, or by a transfer or admission made under this Agreement.
5. Management
The Company is member-managed. The Members manage the business and affairs of the Company. Any Member may act for the Company in the ordinary course of its business, but no Member may take a Major Decision (Section 6) without the vote that Section 6 requires.
6. Voting and Major Decisions
Unless this Agreement says otherwise, a decision of the Members requires the approval of Members holding more than 50 percent of the Percentage Interests. The following “Major Decisions” require the written approval of Members holding all of the Percentage Interests: (a) selling, leasing, or otherwise disposing of all or substantially all of the Company’s assets; (b) merging or converting the Company; (c) borrowing money or guaranteeing a debt outside the ordinary course of business; (d) amending the Company’s articles or certificate of organization; and (e) dissolving the Company. Admitting a new Member (Section 10) and amending this Agreement (Section 14) are not Major Decisions: each requires the written consent of all Members. Members may act without a meeting by written consent signed by the Members holding the required Percentage Interests.
7. Allocations and Distributions
The Company’s profits and losses are allocated to the Members in proportion to their Percentage Interests. Distributions of cash or property are made to the Members in proportion to their Percentage Interests, at the times and in the amounts approved under Section 6. No distribution may be made if it is prohibited by the Act, including a distribution that would leave the Company unable to pay its debts as they come due.
8. Capital Accounts, Books, and Records
The Company will keep complete books and records of its business and a capital account for each Member. The fiscal year of the Company ends on December 31. Each Member may inspect and copy the Company’s books and records at a reasonable time and on reasonable notice. The Company will keep its funds in accounts in its own name and will not commingle them with the funds of any Member.
9. Transfers of Membership Interests
No Member may sell, assign, give, pledge, or otherwise transfer all or part of the Member’s membership interest without the written consent of all other Members. Before transferring an interest to anyone who is not a Member, the transferring Member must first offer it in writing to the other Members on the same price and terms. The other Members have 30 days after receiving the offer to accept it, in proportion to their Percentage Interests or as they otherwise agree. If they do not accept it in full, the transferring Member may transfer the interest to the proposed buyer on terms no more favorable to the buyer, subject to the consent this Section requires. A transferee who is not admitted as a Member under Section 10 receives only the right to receive distributions the transferor would have received and has no right to vote or take part in management, except as the Act otherwise requires. A transfer that violates this Section is void to the extent the Act allows.
10. New Members
A new Member may be admitted only with the written consent of all Members, on terms (including any capital contribution and the resulting Percentage Interests) stated in a written amendment to Schedule A signed by all Members, including the new Member.
11. Withdrawal, Death, or Incapacity of a Member
A Member may withdraw from the Company only with the written consent of the other Members. If a Member dies, becomes legally incapacitated, or withdraws, the Company continues unless the remaining Members decide under Section 12 to dissolve it. The remaining Members and the departing Member (or the Member’s legal representative) will negotiate in good faith any purchase of the departing Member’s interest; until a purchase is completed, the departing Member’s successor holds only the right to receive distributions, except as the Act otherwise requires.
12. Dissolution and Winding Up
The Company will be dissolved on the written approval of Members holding all of the Percentage Interests, or on any event that requires dissolution under the Act. On dissolution, the Members (or the Managers, if the Company is manager-managed) will wind up the Company’s affairs: collect its assets, pay or make reasonable provision for its debts and obligations, including debts owed to Members who are creditors, and then distribute the remaining assets to the Members in accordance with their positive capital account balances and then in proportion to their Percentage Interests. The Company will file any articles or certificate of dissolution or cancellation the Act requires.
13. Limited Liability and Indemnification
No Member or Manager is personally liable for a debt, obligation, or liability of the Company solely because of being a Member or Manager, except as the Act provides or as that person agrees in a separate signed writing. To the extent the Act permits, the Company will indemnify and hold harmless each Member and Manager against losses and expenses arising from acts taken in good faith on behalf of the Company, other than acts involving fraud, willful misconduct, a knowing violation of law, or a breach of this Agreement.
14. General Provisions
This Agreement is the entire agreement of the Members about the Company and replaces any earlier agreement on the same subject. It may be amended only in a writing signed by all Members. It is governed by the laws of the State of [STATE]. If any provision is found unenforceable, the rest of this Agreement remains in effect. This Agreement binds and benefits the Members and their permitted successors and assigns. It may be signed in counterparts.
Schedule A: Members, Capital Contributions, and Percentage Interests
Member | Address | Initial capital contribution | Percentage Interest
[MEMBER 1] | ____________ | none stated | ____%
[MEMBER 2] | ____________ | none stated | ____%
MEMBER 1
Signature: ______________________________ Date: ____________
Printed name: ______________________________
MEMBER 2
Signature: ______________________________ Date: ____________
Printed name: ______________________________
Before you sign
This agreement is a starting point written for a small company. Your state’s LLC act supplies rules for anything the agreement does not cover, and some rules in the act cannot be changed by agreement. Read your state’s act, or have a lawyer review the agreement, before you rely on it.
Keep the signed agreement with the company’s records.
Taxes: this agreement makes no tax election. The IRS says that, unless the LLC elects otherwise, an LLC with only one member is treated as an entity disregarded as separate from its owner for income tax purposes, and a domestic LLC with at least two members is classified as a partnership (irs.gov, Limited Liability Company page). Talk to a tax professional before you make or skip an election.
If you choose manager-managed, check whether your state’s articles or certificate of organization must say so, and keep the two documents consistent.
Every member should sign. Keep a signed copy with the company’s records and give each member a copy. Update Schedule A whenever ownership changes.
What an Operating Agreement Covers
An operating agreement is the members' own rulebook for the company. The one this tool writes covers formation and purpose, each member's capital contribution and ownership percentage (listed in Schedule A), who manages the business, which decisions need what vote, how profits, losses, and distributions are shared, limits on selling a membership interest, how new members are admitted, what happens when a member withdraws or dies, and how the company is wound up.
State LLC acts supply default rules for anything the agreement does not address. California's act, for example, says that to the extent the operating agreement does not provide for a matter, the act governs it, and that some provisions can be varied only by a written operating agreement (Cal. Corp. Code § 17701.10).
What State LLC Laws Say
We read the operating-agreement provisions of these 12 states' LLC acts. The generator shows the matching note when you pick one of them; for every other state it adds nothing.
| State | What the act says | Source |
|---|---|---|
| California | California’s act defines the operating agreement as the members’ agreement “whether oral, in a record, implied, or in any combination thereof.” Some provisions of the act can be varied only by a written operating agreement, and members’ fiduciary duties can be modified only in a written operating agreement with the members’ informed consent. Where the agreement does not provide for a matter, the act governs it. | Cal. Corp. Code §§ 17701.02(s), 17701.10 |
| Delaware | Delaware’s act says a limited liability company agreement “shall be entered into or otherwise existing” before, after, or at the time the certificate of formation is filed, and defines one as any agreement of the member or members, “written, oral or implied,” as to the company’s affairs and the conduct of its business. | 6 Del. C. §§ 18-101(9), 18-201(d) |
| Florida | Florida’s act defines the operating agreement as an agreement that “may be oral, implied, in a record, or in any combination thereof,” of the members, including a sole member. To the extent the operating agreement does not provide for a matter it covers, the act governs. | Fla. Stat. §§ 605.0102(45), 605.0105 |
| Georgia | Georgia’s act defines the operating agreement as “any agreement, written or oral,” of the member or members. For a single-member company, a writing signed by the member stating that it is intended to be a written operating agreement is one. | O.C.G.A. § 14-11-101(18) |
| Illinois | Illinois’s act defines the operating agreement as the members’ agreement “whether oral, in a record, implied, or in any combination thereof,” including a sole member’s. The act says members “may” enter into one, before, after, or at the time the articles of organization are filed. | 805 ILCS 180/1-5, 180/15-5 |
| Michigan | Michigan’s act defines an operating agreement as “a written agreement” by the member of a one-member company, or between all of the members of a company with more than one member, about the company’s affairs and the conduct of its business. | MCL 450.4102(2)(r) |
| Missouri | Missouri’s act says the member or members of a limited liability company “shall adopt an operating agreement.” It defines an operating agreement as any valid agreement, written or oral, among all members, or a written declaration by the sole member. | RSMo §§ 347.015, 347.081 |
| New York | New York’s act says the members of a limited liability company “shall adopt a written operating agreement,” and that an operating agreement may be entered into before, at the time of, or within ninety days after the filing of the articles of organization. | N.Y. Ltd. Liab. Co. Law § 417 |
| North Carolina | North Carolina’s act says: “Subject to other controlling law, the operating agreement may be in any form, including written, oral, or implied, or any combination thereof.” It adds: “If the LLC has only one interest owner and no operating agreement to which another person is a party, then any document or record intended by the interest owner to serve as the operating agreement will be the operating agreement.” | N.C. Gen. Stat. § 57D-1-03(23) |
| Ohio | Ohio’s act defines the operating agreement as “any valid agreement, written or oral, of the members, or any written declaration of the sole member.” To the extent the operating agreement does not provide for a matter it covers, the act governs. | Ohio Rev. Code §§ 1706.01, 1706.08 |
| Pennsylvania | Pennsylvania’s act defines the operating agreement as the members’ agreement “whether oral, implied, in record form or in any combination thereof,” including a sole member’s. To the extent the operating agreement does not provide for a matter it covers, the act governs. | 15 Pa.C.S. §§ 8812, 8815 |
| Texas | Texas calls it a “company agreement” and defines it as “any agreement, written, implied, or oral, of the members.” A company agreement of a one-member company is not unenforceable because only one person is a party to it. To the extent the company agreement does not provide otherwise, the Business Organizations Code governs the company’s internal affairs. | Tex. Bus. Orgs. Code §§ 101.001(1), 101.052 |
Two acts on this list use "shall adopt" language: New York (LLC Law § 417), which also says the agreement may be entered into up to ninety days after the articles of organization are filed, and Missouri (RSMo § 347.081). Michigan's act defines an operating agreement as a written agreement (MCL 450.4102). Using this generator does not by itself mean any state's rule is met; read the section for your state.
What This Agreement Does Not Do
- It does not form an LLC or file anything with the state.
- It does not make a tax election. See the IRS LLC page for the default federal classification.
- It does not add state-specific terms or check the agreement against your state's act.
- It does not create classes of membership, vesting schedules, buy-sell pricing formulas, or investor rights.
If the company will hire help, our independent contractor agreement generator explains why the contract label does not decide classification.
Disclaimer: General legal information, not legal advice. For a company with outside investors, unequal economic and voting rights, or significant assets, consult a licensed attorney.
Frequently Asked Questions
Does my state require an LLC operating agreement?
It depends on the state. New York’s LLC law says members “shall adopt a written operating agreement,” and Missouri’s says members “shall adopt an operating agreement.” Several other state acts we read, including California, Texas, Florida, and Delaware, define an operating agreement broadly enough to include an oral or implied one. Delaware’s act says an agreement “shall be entered into or otherwise existing” but defines one as any agreement, “written, oral or implied.” Pick your state in the generator: if we have read that state’s act, the tool shows what it says. If we have not, it says nothing rather than guess.
Should a single-member LLC have an operating agreement?
Several of the acts we read expressly include a sole member in the definition of an operating agreement (Florida, Illinois, and Pennsylvania, for example), and Texas says a one-member company agreement is not unenforceable because only one person is a party to it. The generator has a single-member version.
What is the difference between member-managed and manager-managed?
In a member-managed LLC, the owners run the business. In a manager-managed LLC, one or more named managers run day-to-day operations, and managers do not have to be members. The agreement this tool writes still requires a member vote for major decisions either way.
Do ownership percentages have to match what each member contributed?
No. You can enter percentages yourself (for example, when a member contributes work rather than cash) or have the tool set them in proportion to cash contributions. The percentages must add up to exactly 100 before you can download the PDF.
Does this agreement choose how my LLC is taxed?
No. It makes no tax election. The IRS says that unless an LLC elects otherwise, a one-member LLC is treated as disregarded as separate from its owner for income tax purposes and a domestic LLC with at least two members is classified as a partnership. Talk to a tax professional about elections.
Is anything I type saved?
No. The agreement is built in your browser and the PDF is created on your device. Nothing you type is sent to or stored on our server.
Sources
- California: Cal. Corp. Code §§ 17701.02(s), 17701.10
- Delaware: 6 Del. C. §§ 18-101(9), 18-201(d)
- Florida: Fla. Stat. §§ 605.0102(45), 605.0105
- Georgia: O.C.G.A. § 14-11-101(18)
- Illinois: 805 ILCS 180/1-5, 180/15-5
- Michigan: MCL 450.4102(2)(r)
- Missouri: RSMo §§ 347.015, 347.081
- New York: N.Y. Ltd. Liab. Co. Law § 417
- North Carolina: N.C. Gen. Stat. § 57D-1-03(23)
- Ohio: Ohio Rev. Code §§ 1706.01, 1706.08
- Pennsylvania: 15 Pa.C.S. §§ 8812, 8815
- Texas: Tex. Bus. Orgs. Code §§ 101.001(1), 101.052
- California: Cal. Corp. Code § 17701.02 (definitions)
- Internal Revenue Service: Limited Liability Company (LLC)
State provisions read from the statute text on September 27, 2026. Ohio, North Carolina, and Georgia were read on Justia because the official code sites could not be reached that day.
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