Do I need an LLC Operating Agreement?

Whether you need it depends on your state and situation, but overall Operating Agreements are very useful documents and are a good idea for any business. Here are some of the top reasons to create an LLC Operating Agreement. Your state may require one. The guidelines vary by state, but certain states require you to have an LLC Operating Agreement, including Delaware, California, New York, Maine, or Missouri. You may need one to open a business bank or credit account, buy property, or secure funding. Many financial institutions require businesses to have an operating agreement to open an account or work on behalf of a business. This can include real estate financing (mortgages) when buying a property. Multiple members may want to outline how much they each contributed and how the business will protect their interests. If you are not in business alone, it’s important to get financial, organizational, and operational details in writing. An Operating Agreement will define the rights and responsibilities of each principal of the LLC. It will also explain what happens if a principal decides to leave, including how a principal may transfer or sell their interest in the LLC. Your personal protection against liability could be impacted. LLCs, especially one-person LLCs, are given much more respect by courts if they’ve created an LLC Operating Agreement. Having an Operating Agreement provides evidence that you keep your business and your personal life separate, which will help you avoid personal liability for things that go wrong on the business side of your life. Without the formality of the operating agreement, your company may be viewed as a partnership or sole proprietorship, leaving you and your personal assets at risk. You may want to customize your business structure and avoid your state’s default rules. Having an Operating Agreement also prevents your business from being subject to your state’s standard Operating Agreement, which may not be as beneficial for your particular business because it is a one-size-fits-all agreement. Moreover, a great advantage of having an LLC is choosing how you’ll split profits, work-load, distribution of shares, and more. In more rigid structures like S-corps or C-corps, you have less flexibility to choose the roles and rights of each business owner. For example, in a C-corp, if you’ve invested 20% of the capital in the company, you’re likely to receive 20% of the profits or losses. An LLC allows you to set this up differently depending on your situation. For example, say that our hypothetical 20% owner actually does 80% of the work, whereas her partner invested 80% but does only 20% of the work. In their Operating Agreement, these partners could choose to split the profits and losses 50-50.

Do single-member LLCs need an Operating Agreement?

While single-member LLCs do not usually need an Operating Agreement, it is recommended. Here are some of the many ways an Operating Agreement can help a single-member LLC: It can show how you plan to separate your own expenses from the business. It may help if you are seeking funding. It can be used to appoint someone to run your business if you are unable to do so yourself. Insurance companies may ask for it. It can be used to define rules specific to your business.

What is the difference between Articles of Organization and an Operating Agreement?

Articles of Organization and Operating Agreements are both critical documents that relate to starting an LLC, but there are a few key differences between the two. Articles of Organization (also called Certificates of Formation) are an LLC formation document filed with the state to register your company as a legal business entity. If you form an LLC with Rocket Lawyer, we file this document on your behalf. An LLC Operating Agreement, on the other hand, is an internal document that outlines how the business will be run.

If I have an LLC Operating Agreement, do I need a Business Plan?

Your business should have both of these important documents. While they do have a bit of overlap, they serve different purposes. The Operating Agreement is intended to outline how the business is run. The Business Plan communicates other business information, such as market research, financial plans, product specifications, and funding needs. If you have additional questions before making your LLC Operating Agreement, ask a lawyer , or check out more resources for starting a business .

Which state LLC Operating Agreement should I make?

Generally speaking, you do not need to make an LLC Operating Agreement for every state that you do business in. In most cases, you'll just want to write one for the state your LLC is registered in. If you operate multiple LLCs that are registered in different states, then you may need one for each company in each state. If you have questions about businesses you run in other states, ask a lawyer .

Should I make an LLC Operating Agreement now or after I have formed an LLC?

Although you're able to make an Operating Agreement at any time, it's often best to make one at the very beginning to help guide all business decisions. This is especially true in a partnership, where you can establish the guidelines of operation early in order to reduce misunderstandings later. However, you can make an LLC Operating Agreement at any time when you discover the need to document the details of your agreement and how to run your business.

Do I need to file my Operating Agreement with the state?

Even in those states where they are required, LLC Operating Agreements do not get filed with the state. However, you may be required to keep your Operating Agreement with your corporate records and amend it as your business changes. However, along with your LLC registration, S-corp filing, or C-corp filing, you will likely need to get a Registered Agent and file an Annual Report, as well as Articles of Amendment should you make changes to your business. Make sure you have a clear understanding of your state’s requirements for starting and maintaining an LLC so you are always in full compliance with the rules.

Do I need to hire a lawyer to draft my Operating Agreement?

You generally don’t need a lawyer to create operating agreements that leverage commonly used operating terms. Rocket Lawyer documents are vetted by lawyers and legal staff so that you can use them with confidence. That said, it’s common to have questions or want an expert to weigh in. In this case, you can simply ask a lawyer legal questions about your Operating Agreement or your LLC, or request a review of your drafted LLC Operating Agreement. In these cases, you can save time and money by first drafting an LLC Operating Agreement using Rocket Lawyer, and then ask a lawyer to review it, answer questions you may have, or add any clauses or legal terms that are unique to your situation. It may be advisable to also work with an attorney if you are making an LLC Operating Agreement for complex business situations, such as businesses with many members, complex ownership structures, or less common voting procedures. Businesses with a non-voting member class may also want to work with an experienced attorney. Reach out to a Rocket Lawyer network attorney to get started on an LLC Operating Agreement for your unique situation.

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What is an LLC Operating Agreement?

An LLC Operating Agreement describes the operating rules of a Limited Liability Company. LLC Operating Agreements list all Members to the agreement as well as their contribution amounts and ownership interest percentages. They also establish the general operating rules of your LLC, including how voting will work, buy-out provisions, and the management structure.

Although they are not required by all states, Operating Agreements help guide business decisions and as a result, many LLCs can benefit from these documents even when they are not required.

When can you use an LLC Operating Agreement?

Your state requires you to have an LLC Operating Agreement.
You need to define your LLC as a separate entity from yourself.
You want to outline how your business will operate.
You're forming an LLC and will be seeking funding.

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Limited Liability Company Agreement of

A Limited Liability Company


	THIS OPERATING AGREEMENT (this "Agreement") of , (the "Company"), is executed and agreed to, for good and valuable consideration, by the undersigned members (the "Members").


.	Formation.


	A.	State of Formation. This is a Limited Liability Company Operating Agreement (the "Agreement") for , a limited liability company (the "Company") formed under and pursuant to law.


	B.	Operating Agreement Controls. To the extent that the rights or obligations of the Members or the Company under provisions of this Operating Agreement differ from what they would be under law absent such a provision, this Agreement, to the extent permitted under law, shall control.


	C.	Primary Business Address. The location of the primary place of business of the Company is:


	, , , or such other location as shall be selected from time to time by the Members.


	The Company's mailing address is:


	D.	Registered Agent and Office. The Company's initial agent (the "Agent") for service of process is . The Agent's registered office is , , . The Company may change its registered office, its registered agent, or both, upon filing a statement with the Secretary of State.


	D.	Registered Office. The Company's initial registered office is , , . The Company may change its registered office upon filing a statement with the Department of State.


.	Purposes and Powers.


	A.	Purpose. The Company is created for the following business purpose:


	B.	Powers. The Company shall have all of the powers of a limited liability company set forth under law.


	C.	Duration. The Company's term shall commence upon the filing of an Articles of Organization and all other such necessary materials with the state of . The Company will operate until unless:


.	Members.


	A.	Members. The Members of the Company (jointly the "Members") and their Membership Interest at the time of adoption of this Agreement are as follows:


		, %


		, %


	B.	Initial Contribution. Each Member shall make an Initial Contribution to the Company. The Initial Contributions of each shall be as described in Attachment A, Initial Contributions of the Members.


		No Member shall be entitled to interest on their Initial Contribution. Except as expressly provided by this Agreement, or as required by law, no Member shall have any right to demand or receive the return of their Initial Contribution. Any modifications as to the signatories' respective rights as to the receipt of their initial contributions must be set forth in writing signed by all interested parties.


	C.	Limited Liability of the Members. Except as otherwise provided for in this Agreement or otherwise required by law, no Member shall be personally liable for any acts, debts, liabilities or obligations of the Company beyond their respective Initial Contribution, including liability arising under a judgment, decree or order of a court. The Members shall look solely to the Company property for the return of their Initial Contribution, or value thereof, and if the Company property remaining after payment or discharge of the debts, liabilities or obligations of the Company is insufficient to return such Initial Contributions, or value thereof, no Member shall have any recourse against any other Member except as is expressly provided for by this Agreement or as otherwise allowed by law.

Death, Incompetency, Resignation or Termination of a Member. Should a Member die, be declared incompetent, or withdraw from the Company voluntarily or involuntarily, the remaining Members will have the option to buy out that Member's Membership Interest in the Company. If a Member is removed involuntarily, it must be by vote recorded in the official minutes. If a Member resigns, they should submit a notarized resignation letter to the Registered Agent. Should the Members agree to buy out the Membership Interest of the withdrawing Member, that Interest shall be paid for by the remaining Members, according to their existing Membership Interest(a "dissociated member")


	G.	Members' Duty to File Notices. The Members shall be responsible for preparation, maintenance, filing and dissemination of all necessary returns, notices, statements, reports, minutes or other information to the Internal Revenue Service, the state of , and any other appropriate state or federal authorities or agencies. Notices shall be filed in accordance with the section titled "Notices" below. The Members may delegate this responsibility to an Officer or a Manager at the Members' sole discretion.


	J.	Care. The duty of care shall be limited to refraining from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or a knowing violation of law. To the extent that a Member exercises the managerial authority vested in a Manager under the Illinois Limited Liability Act, however, the Member shall be held to the standards of conduct under the Act including the duty of loyalty, the duty of care, and the duty of good faith and fair dealing which the Member shall owe to both the Company and to the other Members.


	K.	Members as Agents. A Member is not an agent of the Company for the purpose of its business solely by reason of being a Member. A Member is an agent of the Company for the purpose of its business, however, where the Member executes the act for apparently carrying on the Company's business or business of the kind carried on by the Company in the ordinary course, unless the Member had no authority to act for the Company in the particular matter and the person with whom the Member was dealing knew or had notice that the Member lacked authority. An act of a Member binds the Company even where the Member executed the act not apparently for carrying on the Company's business or business of the kind carried on by the Company in the ordinary course only if the act was authorized by the other Members.


	J.	Members as Agents. A Member is not an agent of the Company for the purpose of its business solely by reason of being a Member. A Member is an agent of the Company for the purpose of its business, however, where the Member executes the act for apparently carrying on the Company's business or business of the kind carried on by the Company in the ordinary course, unless the Member had no authority to act for the Company in the particular matter and the person with whom the Member was dealing knew or had notice that the Member lacked authority. An act of a Member binds the Company even where the Member executed the act not apparently for carrying on the Company's business or business of the kind carried on by the Company in the ordinary course only if the act was authorized by the other Members.


	J.	Member Has No Authority to Act. In accordance with the Articles of Organization of the Company, no Member shall be an agent of the Company or have authority to act for the Company solely by virtue of being a Member. No Member shall take part in the management of the Company nor transact any business for the Company in (his, her, its) capacity as a Member, nor shall any Member have authority to bind or sign for the Company; however, as provided in this Agreement Members shall have the right to participate in and make certain decisions. In the event that a Member is also a Manager, Officer or employee of the company, (his, her, its) activities in such capacity shall be solely in that capacity and not as (his, her, its) capacity as a Member.

Except to the extent otherwise provided herein, each Member shall have a fiduciary duty of loyalty and care similar to that of members of limited liability companies organized under the laws of . The Members shall have only the fiduciary duties of loyalty and care required under Florida Revised Limited Liability Company Act. The Members shall have only the fiduciary duties of loyalty and care required under the Washington Limited Liability Company Act.


	i.	Loyalty. The duty of loyalty shall be limited to:


	a.	Not usurping or otherwise appropriating an opportunity of the Company without disclosure to and authorization from the other Members;


	b.	Refraining from competing against the company in the conduct of the Company's activities without disclosure to and authorization from the other Members;


	c.	Accounting to the other Members any property, profit or benefit derived by the Member in the conduct or winding up of the Company's affairs, or by the use of the Company's property.


	ii.	Care. The duty of care shall be limited to refraining from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or a knowing violation of law.


	i.	Loyalty. The duty of loyalty shall be limited to:


	a.	Accounting to the LLC for, and holding in trust for the LLC, any benefits derived:


	(i)	in conducting or winding up the LLC's activities;


	(ii)	from the use of LLC property, or


	(iii)	by appropriating an LLC's company opportunity;


	b.	Not competing with the LLC; and


	c.	Not engaging in conflict-of-interest dealings with the LLC.


	ii.	Care. The duty of care, which is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or knowing violation of the law while conducting or winding up the LLC's activities. Additionally, a manager may rely in good faith on, and does not violate the duty of care by relying on opinions, reports, or statements by any member, manager, officer, employee, or outside professional if such opinions, reports, or statements are within such person's professional or expert competence.


	5.	Other Considerations. In discharging the Member's duties, the Member may consider factors that the Member deems relevant, including the long-term prospects and interests of the Company and its Members, and the social, economic, legal, or other effects of any action on the employees, suppliers, and customers of the Company, the communities and society in which the Company operates, and the economy of Florida and the nation.


	K.	Members as Agents. All Members are agents of the Company for the purpose of its business. An act of any Member, including the signing of an instrument in the Company's name, binds the Company where the Member executed the act for apparently carrying on the Company's business or business of the kind carried on by the Company in the ordinary course, unless the Member had no authority to act for the Company in the particular matter and the person with whom the Member was dealing knew or had notice that the Member lacked authority. An act of a Member binds the Company, however, even where the Member executed the act not apparently for carrying on the Company's business or business of the kind carried on by the Company in the ordinary course only if the act was authorized by the other Members.


	K.	Member as Agent. Each Member is an agent of the Company for the purposes of the Company's business. Except as provided in paragraph (3) of this subsection, an act of a Member, including the execution in the name of the Company of any instrument, for apparently carrying on in the usual way the business of the Company, binds the Company, unless the Member so acting has in fact no authority to act for the limited liability company in the particular matter and the person with whom the member is dealing has actual knowledge of the fact that the member has no such authority.


		Under this section, a person dealing with a Member may establish that the Member is an agent of the Company or that the Company should be estopped from denying that the Member was its agent.


		Unless the act of a Member is authorized by the Company, the act of a Member that is not apparently for the carrying on of the business of the Company in the usual way does not bind the Company.


.	Accounting and Distributions.


	A.	Fiscal Year. The Company's fiscal year shall end on the last day of .


	B.	Records. All financial records including tax returns and financial statements will be held at the Company's primary business address and will be accessible to all Members.


	C.	Distributions. Distributions shall be issued, as directed by the Company's Treasurer or Assistant Treasurer, on an basis, based upon the Company's fiscal year. The distribution shall not exceed the remaining net cash of the Company after making appropriate provisions for the Company's ongoing and anticipatable liabilities and expenses. Each Member shall receive a percentage of the overall distribution that matches that Member's percentage of Membership Interest in the Company.


	D.	Limitations on Distribution. The Company shall not make a distribution to any Member contrary to Revised Code of Washington, Section 25.15.235.


	D.	Limitations on Distribution. The Company shall not make a distribution to any Member contrary to Alabama Code § 10A-5A-4.06.


.	Tax Treatment Election.


	A.	Tax Designation. The Company has or will file with the Internal Revenue Service for treatment as a C-corporation.


	A.	Creation of a Board of Managers. The Members shall create a board of Managers (the "Board") consisting of Managers appointed at the sole discretion of the Members and headed by the Chairman of the Board. The Members may serve as Managers and may appoint a Member to serve as the Chairman. The Members may determine at any time in their sole and absolute discretion the number of Managers to constitute the Board, subject in all cases to any requirements imposed by law. The authorized number of Managers may be increased or decreased by the Members at any time in their sole and absolute discretion, subject to law. Each Manager elected, designated or appointed shall hold office until a successor Manager is elected and qualified or until such Manager's earlier death, resignation or removal.


	A.	Creation of a Board of Managers. The Members shall create a board of Managers (the "Board") consisting of one or more Managers appointed at the sole discretion of the Members and headed by the Chairman of the Board, as set forth in the Articles of Organization of the Company, which provide specifically that the Company is to be a manager-managed limited liability company. The Members may serve as Managers and may appoint a Member to serve as the Chairman. The Members may determine at any time in their sole and absolute discretion the number of Managers to constitute the Board, subject in all cases to any requirements imposed by law. The authorized number of Managers may be increased or decreased by the Members at any time in their sole and absolute discretion, subject to law. Each Manager elected, designated or appointed shall hold office until a successor Manager is elected and qualified or until such Manager's earlier death, resignation or removal.

state of


	E.	Managers as Agents. To the extent of their powers set forth in this Agreement, the Managers are agents of the Company for the purpose of the Company's business, and the actions of the Managers taken in accordance with such powers set forth in this Agreement shall bind the Company. Except as provided in this Agreement, no Manager may bind the Company.


	E.	Managers as Agents. To the extent of their powers set forth in this Agreement, the Managers are agents of the Company for the purpose of the Company's business, and the actions of the Managers taken in accordance with such powers set forth in this Agreement shall bind the Company unless authorized by the unanimous consent of all Members. Except as provided in this Agreement, no Manager may bind the Company.


	E.	Managers as Agents. To the extent of their powers set forth in this Agreement, the Managers are agents of the Company for the purpose of the Company's business, and the actions of the Managers taken in accordance with such powers set forth in this Agreement shall bind the Company. An act of a Manager binds the Company, however, even where the Manager executed the act not apparently for carrying on the Company's business or business of the kind carried on by the Company in the ordinary course if the act was authorized either: (1) by a majority of the Managers where there is more than one Manager, or, (2) by consent of all the Members concerning matters that require unanimous Member-consent under 805 Ill. Comp. Stat. Ann. § 180/15-1. Except as provided in this Agreement, no Manager may bind the Company.


	E.	Managers as Agents. To the extent of their powers set forth in this Agreement, the Managers are agents of the Company for the purpose of the Company's business, and the actions of the Managers taken in accordance with such powers set forth in this Agreement shall bind the Company. Except as provided in this Agreement, no Manager may bind the Company, unless the Manager does not have the authority to act for the limited liability company in that particular matter, and the person with whom the manager is dealing has actual knowledge that the manager lacks authority to act or the Articles of Organization of the Company or Michigan law establishes that the manager lacks authority to act.


	D.	Registered Agent and Office. The Company's initial agent (the "Agent") for service of process is . The Agent's registered office is , , . The Company may change its registered office, its registered agent, or both, upon filing a statement with the Secretary of State.


	D.	Registered Office. The Company's initial registered office is , , . The Company may change its registered office upon filing a statement with the Department of State.

(a "dissociated member")


	F.	Member's Duty to File Notices. The Member shall be responsible for preparation, maintenance, filing and dissemination of all necessary returns, notices, statements, reports, minutes or other information to the Internal Revenue Service, the state of , and any other appropriate state or federal authorities or agencies. Notices shall be filed in accordance with the section titled "Notices" below. The Member may delegate this responsibility to an Officer or a Manager at the Members' sole discretion.

Except to the extent otherwise provided herein, the Member shall have a fiduciary duty of loyalty and care similar to that of members of limited liability companies organized under the laws of . The Member shall have only the fiduciary duties of loyalty and care required under Florida Revised Limited Liability Company Act. The Member shall have only the fiduciary duties of loyalty and care required under the Washington Limited Liability Company Act.


	i.	Loyalty. The duty of loyalty shall be limited to:


	a.	Not usurping or otherwise appropriating an opportunity of the Company;


	b.	Refraining from competing against the company in the conduct of the Company's activities;


	c.	Maintaining an account of any property, profit or benefit derived by the Member in the conduct or winding up of the Company's affairs, or by the use of the Company's property.


	ii.	Care. The duty of care shall be limited to refraining from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or a knowing violation of law.


	5.	Other Considerations. In discharging the Member's duties, the Member may consider factors that the Member deems relevant, including the long-term prospects and interests of the Company and its Member, and the social, economic, legal, or other effects of any action on the employees, suppliers, and customers of the Company, the communities and society in which the Company operates, and the economy of Florida and the nation.


	C.	Limitations on Distribution. The Company shall not make a distribution to any Member contrary to Revised Code of Washington, Section 25.15.235.


	C.	Limitations on Distribution. The Company shall not make a distribution to any Member contrary to Alabama Code § 10A-5A-4.06.

-Corporation.


	A.	Creation of a Board of Managers. The Member shall create a board of Managers (the "Board") consisting of Managers appointed at the sole discretion of the Member and headed by the Chairman of the Board. The Member may install itself as a Manager and as the Chairman. The Member may determine at any time in its sole and absolute discretion the number of Managers to constitute the Board, subject in all cases to any requirements imposed by law. The authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, subject to law. Each Manager elected, designated or appointed shall hold office until a successor Manager is elected and qualified or until such Manager's earlier death, resignation or removal.


	A.	Creation of a Board of Managers. The Member shall create a board of Managers (the "Board") consisting of one or more Managers appointed at the sole discretion of the Member and headed by the Chairman of the Board, as set forth in the Articles of Organization of the Company, which provide specifically that the Company is to be a manager-managed limited liability company. The Member may serve as Managers and may appoint a Member to serve as the Chairman. The Member may determine at any time in its sole and absolute discretion the number of Managers to constitute the Board, subject in all cases to any requirements imposed by law. The authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, subject to law. Each Manager elected, designated or appointed shall hold office until a successor Manager is elected and qualified or until such Manager's earlier death, resignation or removal.resignation or removal.

state of


	E.	Managers as Agents. To the extent of their powers set forth in this Agreement, the Managers are agents of the Company for the purpose of the Company's business, and the actions of the Managers taken in accordance with such powers set forth in this Agreement shall bind the Company. Except as provided in this Agreement, no Manager may bind the Company.


	4.	Secretary and Assistant Secretary. The Secretary shall be responsible for filing legal documents and maintaining records for the Company. The Secretary shall attend all meetings of the Members and record all the proceedings of the meetings of the Company and of the Members in a book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the Members, as required in this Agreement or by law, and shall perform such other duties as may be prescribed by the Board or the Chairman, under whose supervision the Secretary shall serve. The Secretary shall cause to be prepared such reports and/or information as the Company is required to prepare by applicable law, other than financial reports. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Members (or if there be no such determination, then in order of their election), shall, in the absence of the Secretary or in the event of the Secretary's inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board may from time to time prescribe.


	5.	Treasurer and Assistant Treasurer. The Treasurer shall have the custody of the Company funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company according to generally accepted accounting practices, using a fiscal year ending on the last day of the month of . The Treasurer shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board. The Treasurer shall distribute the Company's profits to the Member. The Treasurer shall disburse the funds of the Company as may be ordered by the Board and shall render to the Chairman and to the Board, at its regular meetings or when the Board Members so require, an account of all of the Treasurer's transactions and of the financial condition of the Company. As soon as practicable after the end of each fiscal year of the Company, the Treasurer shall prepare a statement of financial condition as of the last day of the Company's fiscal year, and a statement of income and expenses for the fiscal year then ended, together with supporting schedules. Each of said annual statements shall be prepared on an income tax basis and delivered to the Member forthwith upon its preparation. In addition, the Treasurer shall keep all financial records required to be kept pursuant to law. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer's inability to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board may from time to time prescribe.


	1.	Loyalty and Care. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of limited liability companies organized under the laws of .


	1.	Loyalty and Care. The Officers shall have only the fiduciary duties of loyalty and care required under Florida Revised Limited Liability Company Act.


	i.	Loyalty. The duty of loyalty shall be limited to:


	a.	Not usurping or otherwise appropriating an opportunity of the Company without disclosure to and authorization from the Members;


	b.	Refraining from competing against the company in the conduct of the Company's activities without disclosure to and authorization from the Members;


	c.	Accounting to Members any property, profit or benefit derived by the Officer in the conduct or winding up of the Company's affairs, or by the use of the Company's property.


	ii.	Care. The duty of care shall be limited to refraining from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or a knowing violation of law.


	1.	Loyalty and Care. The Officers shall have only the fiduciary duties of loyalty and care required under the Washington Limited Liability Company Act.


	i.	Loyalty. The duty of loyalty shall be limited to:


	a.	Accounting to the LLC for, and holding in trust for the LLC, any benefits derived:


	(i)	in conducting or winding up the LLC's activities;


	(ii)	from the use of LLC property, or


	(iii)	by appropriating an LLC's company opportunity;


	b.	Not competing with the LLC; and


	c.	Not engaging in conflict-of-interest dealings with the LLC.


	ii.	Care. The duty of care, which is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or knowing violation of the law while conducting or winding up the LLC's activities. Additionally, a manager may rely in good faith on, and does not violate the duty of care by relying on opinions, reports, or statements by any member, manager, officer, employee, or outside professional if such opinions, reports, or statements are within such person's professional or expert competence.


	E.	Other Considerations. In discharging the Officer's duties, the Officer may consider factors that the Officer deems relevant, including the long-term prospects and interests of the Company and its Members, and the social, economic, legal, or other effects of any action on the employees, suppliers, and customers of the Company, the communities and society in which the Company operates, and the economy of Florida and the nation.


	1.	Loyalty and Care. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of limited liability companies organized under the laws of .


	1.	Loyalty and Care. The Officers shall have only the fiduciary duties of loyalty and care required under Florida Revised Limited Liability Company Act.


	i.	Loyalty. The duty of loyalty shall be limited to:


	a.	Not usurping or otherwise appropriating an opportunity of the Company without disclosure to and authorization from the Members;


	b.	Refraining from competing against the company in the conduct of the Company's activities without disclosure to and authorization from the Members;


	c.	Accounting to Members any property, profit or benefit derived by the Officer in the conduct or winding up of the Company's affairs, or by the use of the Company's property.


	ii.	Care. The duty of care shall be limited to refraining from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or a knowing violation of law.


	A.	Loyalty and Care. Except to the extent otherwise provided herein, each Manager shall have a fiduciary duty of loyalty and care similar to that of managers of business corporations organized under the laws of .


	A.	Loyalty and Care. Except to the extent otherwise provided herein, each Manager shall discharge the duties of manager in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the manager reasonably believes to be in the best interests of the limited liability company.


	A.	Loyalty and Care. The Managers shall have only the fiduciary duties of loyalty and care required under Florida Revised Limited Liability Company Act.


	A.	Loyalty and Care. The Managers shall have only the fiduciary duties of loyalty and care required under the Washington Limited Liability Company Act.

, except that a Manager shall be liable for any receipt of a financial benefit to which the Manager is not entitled; for unlawful distribution in violation of Michigan law or of this Agreement; or for any knowing violation of law


	E.	Other Considerations. In discharging the Manager's duties, the Manager may consider factors that the Manager deems relevant, including the long-term prospects and interests of the Company and its Members, and the social, economic, legal, or other effects of any action on the employees, suppliers, and customers of the Company, the communities and society in which the Company operates, and the economy of Florida and the nation.


	A.	Loyalty and Care. Except to the extent otherwise provided herein, each Manager and Officer shall have a fiduciary duty of loyalty and care similar to that of managers of business corporations organized under the laws of .


	A.	Loyalty and Care. Except to the extent otherwise provided herein, each Manager and Officer shall discharge the duties of manager in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the manager reasonably believes to be in the best interests of the limited liability company.


	A.	Loyalty and Care. The Managers and Officers shall have only the fiduciary duties of loyalty and care required under Florida Revised Limited Liability Company Act.


	A.	Loyalty and Care. The Managers and Officers shall have only the fiduciary duties of loyalty and care required under the Washington Limited Liability Company Act.

, except that a Manager or Officer shall be liable for any receipt of a financial benefit to which the Manager or Officer is not entitled; for unlawful distribution in violation of Michigan law or of this Agreement; or for any knowing violation of lawor Officer or Officer or Officer


	E.	Other Considerations. In discharging the Manager's or Officer's duties, the Manager or Officer may consider factors that the Manager or Officer deems relevant, including the long-term prospects and interests of the Company and its Members, and the social, economic, legal, or other effects of any action on the employees, suppliers, and customers of the Company, the communities and society in which the Company operates, and the economy of Florida and the nation.


.	Dissolution.


		Notwithstanding any other provision of this Agreement, the Bankruptcy of any Member shall not cause such Member to cease to be a Member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.


		Each Member waives any right that it may have to agree in writing to dissolve the Company upon the Bankruptcy of any Member or the occurrence of any event that causes any Member to cease to be a Member of the Company.


	B.	Winding Up. Upon the occurrence of any event specified in Section II(C), the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors. One or more Members, selected by the remaining Members, shall be responsible for overseeing the winding up and liquidation of the Company, shall take full account of the liabilities of the Company and its assets, shall either cause its assets to be distributed as provided under this Agreement or sold, and if sold as promptly as is consistent with obtaining the fair market value thereof, shall cause the proceeds therefrom, to the extent sufficient therefor, to be applied and distributed as provided under this Agreement.


	C.	Distributions in Kind. Any non-cash asset distributed to one or more Members in liquidation of the Company shall first be valued at its fair market value (net of any liability secured by such asset that such Member assumes or takes subject to) to determine the profits or losses that would have resulted if such asset were sold for such value, such profit or loss shall then be allocated as provided under this Agreement. The fair market value of such asset shall be determined by the Members or, if any Member objects, by an independent appraiser (any such appraiser must be recognized as an expert in valuing the type of asset involved) approved by the Members.


	D.	Termination. The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the in the manner provided for under this Agreement and (ii) the Company's registration with the shall have been canceled in the manner required by law.


	E.	Accounting. Within a reasonable time after complete liquidation, the Company shall furnish the Members with a statement which shall set forth the assets and liabilities of the Company as at the date of dissolution and the proceeds and expenses of the disposition thereof.


	F.	Limitations on Payments Made in Dissolution. Except as otherwise specifically provided in this Agreement, each Member shall only be entitled to look solely to the assets of the Company for the return of its Initial Contribution and shall have no recourse for its Initial Contribution and/or share of profits (upon dissolution or otherwise) against any other Member.


	G.	Notice to Authorities. Upon the winding up of the Company, the Member with the highest percentage of Membership Interest in the Company shall be responsible for the filing of all appropriate notices of dissolution with and any other appropriate state or federal authorities or agencies as may be required by law. In the event that two or more Members have equally high percentages of Membership Interest in the Company, the Member with the longest continuous tenure as a Member of the Company shall be responsible for the filing of such notices.


.	Exculpation and Indemnification.

Officer,


	B.	To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement. Expenses, including legal fees, incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall be paid by the Company. The Covered Person shall be liable to repay such amount if it is determined that the Covered Person is not entitled to be indemnified as authorized in this Agreement. No Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person's gross negligence or willful misconduct with respect to such acts or omissions. Any indemnity under this Agreement shall be provided out of and to the extent of Company assets only.


	C.	A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person as to matters the Covered Person reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the might properly be paid.


	D.	To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of the Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the to replace such other duties and liabilities of such Covered Person.


	E.	The foregoing provisions of this Article shall survive any termination of this Agreement.


.	Insurance.


		The Company shall have the power to purchase and maintain insurance, including insurance on behalf of any Covered Person against any liability asserted against such person and incurred by such Covered Person in any such capacity, or arising out of such Covered Person's status as an agent of the Company, whether or not the Company would have the power to indemnify such person against such liability under the provisions of Article or under applicable law. This is separate and apart from any business insurance that may be required as part of the business in which the Company is engaged.


.	Settling Disputes.

All Members agree to enter into mediation before filing suit against any other Member or the Company for any dispute arising from this Agreement or Company. Members agree to attend one session of mediation before filing suit. If any Member does not attend mediation, or the dispute is not settled after one session of mediation, the Members are free to file suit. Any law suits will be under the jurisdiction of the state of


.	Independent Counsel.


		All Members entering into this Agreement have been advised of their right to seek the advice of independent legal counsel before signing this Agreement. All Members and each of them have entered into this Agreement freely and voluntarily and without any coercion or duress.


.	General Provisions.


	A.	Notices. All notices, offers or other communications required or permitted to be given pursuant to this Agreement shall be in writing and may be personally served or sent by United States mail and shall be deemed to have been given when delivered in person or three (3) business days after deposit in United States mail, registered or certified, postage prepaid, and properly addressed, by or to the appropriate party.


	B.	Number of Days. In computing the number of days (other than business days) for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday or holiday on which national banks are or may elect to be closed, then the final day shall be deemed to be the next day which is not a Saturday, Sunday or such holiday.


	C.	Execution of Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which shall together constitute one and the same instrument.


	D.	Severability. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.


	E.	Headings. The Article and Section headings in this Agreement are for convenience and they form no part of this Agreement and shall not affect its interpretation.


	F.	Controlling Law. This Agreement shall be governed by and construed in all respects in accordance with the laws of the (without regard to conflicts of law principles thereof).


	G.	Application of Law. Any matter not specifically covered by a provision of this Agreement shall be governed by the applicable provisions of law.


	H.	Amendment. This Agreement may be amended only by written consent of . Upon obtaining the approval of any such amendment, supplement or restatement as to the Certificate, the Company shall cause a Certificate of Amendment or Amended and Restated Certificate to be prepared, executed and filed in accordance with law.


	I.	Entire Agreement. This Agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained.

IN WITNESS WHEREOF, the Members have executed and agreed to this Limited Liability Company Operating Agreement, which shall be effective as of .


By:	Date:


By:	Date:

ATTACHMENT A

Initial Contributions of the Members

The Initial Contributions of the of are as follows:

Contribution:

Cash:

Washington's Limited Liability Company Act allows for LLCs to have a class of members with no voting rights. Please contact an attorney in the Rocket Lawyer On Call® Network if this is the case with your business.

About LLC Operating Agreements

Learn how to define and document how your business will be run

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How To Write an LLC Operating Agreement
An LLC Operating Agreement may be used to outline the terms of a new LLC. The Operating Agreement typically includes a list of all Members to the agreement as well as their contribution amounts and ownership interest percentages. The Operating Agreement also establishes the general operating rules of the LLC, including how voting will work, buy-out provisions, and the management structure.

Following are key provisions that can be found in an LLC Operating Agreement, along with information and descriptions for each clause:

Company Name

This should be the name you used when you registered your company, including "Limited Liability Company," "LLC," or "L.L.C." at the end.

Company Purpose

Most states require a general Statement of Purpose for LLCs being formed in their state. The statement can be very broad, such as "manufacturing" or "email marketing." Generally, though, it is best to be more specific in order to avoid any misunderstandings or legal complications later.

Company Address

The LLC's Primary Business Address is the primary location from where the LLC operates. Some states (Alaska, Arizona, Louisiana, Maryland, New Hampshire, and South Dakota) require that LLCs registered to their state have their primary business address within the state's borders. Other states do not require that the office be located in their state, but require a Registered Agent or Registered Office within the state for service of process or other notifications.

If you don't have a physical business address, use the address of one of the LLC's Members. Do not use a P.O. Box.

Start Date

When will your Operating Agreement take effect? This can be in the future or the past, but should be on or after the date when your LLC's official paperwork is accepted and approved by the state.

Company Duration

Will the LLC operate indefinitely, or will it end on a specific date? You can choose for the LLC to continue until the Members dissolve it at a later date, or you can set a limited lifetime.

Registered Agent Details

Most states require that LLCs and other companies doing business in their borders maintain either a registered office or a registered agent for the service of process or other notices. All states other than Pennsylvania require both, although some states, such as New York, allow their state's Secretary of State to serve as the Registered Agent. Each of the 50 states may have their own particular definitions of these terms, but they mostly conform to the definitions below:

A registered agent is a person who is an agent for service of process on the limited liability company, who is appointed by the limited liability company, and whose address is the registered office of the limited liability company. All states other than Pennsylvania, New York, and Connecticut require that registered agents be residents of their state and that they use an in-state registered address.

A registered office is the office maintained by the limited liability company in a state at which any process, notice, or demand required or permitted by law may be served upon the registered agent of the limited liability company. P.O. Boxes are not permitted except for very limited circumstances in Alaska, Hawaii, Indiana, Louisiana, Maine, Minnesota, Missouri, Nevada, New Hampshire, North Dakota, Tennessee, Utah, Virginia, Washington, and Wisconsin.

Partnership Representative

The partnership representative is the liaison between the LLC and the IRS in the event of an audit. The representative does not have to be a partner or officer in the LLC, but they must be a member with a substantial presence in the United States. The representative must be designated in the annual tax return. If one is not named, the IRS may select any member. The partnership and its partners are bound by actions taken by the partnership representative.

Members

Members are the owners of the LLC and in most states they can be individuals, corporations, other LLCs or foreign entities, although these are often the founding individuals and contributors. Few states limit the number of members from single-member LLCs to having a high number of members.

As your company grows and evolves, you can add or remove members through a Board Resolution and then by filing an Articles of Amendment with the state you are registered in.

Member Contributions

Typically, when an LLC is formed, a Member makes a contribution to the LLC in the form of capital investment or funding. Members may also make "non-cash contributions," such as contributing assets (shares or other non-cash financial assets), real estate, personal property (equipment, supplies, decor, etc.), intellectual property, services, or just old fashioned “sweat equity” (time and effort). Members may even “contribute” the promise of future funding, services, or non-cash contributions.

Regardless of what is being contributed, you will need to list all the Member's contributions to the LLC (whether they are cash contributions, non-cash contributions, or both) and place a monetary value on all non-cash contributions, including the appraised value of any real property.

Ownership

Ownership is typically determined by the amount of capital contributions given to the LLC upon startup. You should use this section of the Agreement to define each Member's percentage of ownership of the total LLC based on their contribution amount. The total of all percentages should equal 100%.

You can calculate each Member's percentage ownership by multiplying their contribution times 100 and dividing that number by the total contributions of all Members.

Costs and profit shares will be determined by the percentage of ownership. Although some states allow you to assign cost and profit shares that are different from the percent ownership, the Internal Revenue Service must approve of the change. If you wish to assign cost and profit shares different from the percent ownership, it is suggested that you consult a lawyer or accountant familiar with LLC and tax laws for your state.

LLC Management, Rights and Responsibilities of Parties

This section specifies who will manage the LLC on a day-to-day basis: the members or managers. If the LLC will be manager-managed, you can appoint these managers in this section. You can also use this section to specify who will carry out which duties.
- Member-Managed LLCs: An LLC may be managed by its Members or by a set of Managers, who may or may not also be Members. If an LLC is Member-Managed, all of the LLC's Members have a managerial role in the company, and can vote on matters of governance. This may limit the ability of Members to act as silent partners or passive investors in the LLC.
- Manager-Managed LLCs: If an LLC is Manager-Managed, then the day-to-day operations of the LLC are controlled by appointed Managers (who may or may not be Members). In a Manager-Managed LLC, the Members will still retain some power, such as appointing Managers or dissolving the company.
In a Member-Managed LLC, each Member may have the authority to bind the LLC, while in a Manager-Managed LLC, that authority is limited to the Managers or a designated officer (if the LLC has elected to appoint officers).

Manager and Officer Details, if Applicable

You may want your LLC to have officers, such as a President, Secretary or Treasurer. Assigning officers can be helpful in delegating authority and running the LLC. Your Operating Agreement will not list the names of the officers, only establish the LLC's authority to name officers.

While not legally required, assigning roles to the Members or employees as Officers of the LLC may be helpful in outlining the scope of their authority, demonstrating appropriate separation of assets between the Members and the Company, and conducting the business of the Company. Traditionally included Officers are Chairman, President, Vice President, Secretary, and Treasurer.

Tax Treatment Election

An LLC may elect to be taxed as a corporation instead of a partnership or sole partnership. If an LLC wishes to be taxed as a corporation, it must first meet certain criteria and must file additional paperwork with the IRS in order to be eligible.

An LLC can be taxed by the Internal Revenue Service as either a pass-through entity (taxed like a partnership) or as a C-corporation (taxed like a corporation). The default is to tax the LLC like a partnership, but the LLC can easily change its tax status to C-corporation by filing paperwork with the IRS. This might alter the amount of tax that the LLC will pay to the federal government each tax year. For more information, consult the IRS website.

Fiscal Year

Your taxable income is based on a “tax year,” a year period of your choosing. This means that a tax year can be a regular calendar year (January through December) or a fiscal year of 12 consecutive months, beginning on the first day of the whichever month you choose and ending on the last day of the 12 consecutive months later.

Both fiscal and calendar tax years cover the same amount of time, so choose a tax year based on what is most convenient for your business.

Profit Distribution (Also Known As “Profit Allocation”)

How will the LLC distribute its profits to Members and how often will the profits be distributed? The LLC will distribute money from the company's total profits to the company's Members in a process called a "profit allocation." Typically, company profits are provided to the Members from the company in the form of a check at routine intervals, much like a salary. The amount paid to each member will change according to the company's profits for that period.

Generally, the division is based on the amount each person has invested in the company, but you can choose a different proportion as desired for your unique circumstances. You can specify how many times per year the profit allocation will be distributed, often monthly, quarterly, bi-annually or annually. Later down the road, if you want to change the profit distribution percentages and frequency, you can do this any time by a Member vote.

Voting procedures

How will decisions be made by the Members? Typically, decisions are made through a majority vote of the business’ members. How those votes are distributed is determined by what you designate in your Operating Agreement. Here are two common ways of dividing voting power among members:
- All decisions require a majority vote based on percent of ownership. In this scenario, if any Members have a majority ownership, they will be able to make the decisions without the input of the other Members. This style of voting allows members with the greatest investment to have more control over the direction of the company.
- All Members will have an equal vote, regardless of percent of ownership. In this scenario, members with smaller ownership stakes have equal voting power to a member with a majority ownership. This could be used as a balancing mechanism to ensure decisions are not made without the input of the other Members.
Additionally, some decisions are so big, they call for a unanimous vote (the agreement of all members) rather than a majority vote (more than half). A vote to dissolve the company would be a common example of when you may want to leverage a unanimous vote of members, rather than a simple majority.

Member Buyouts

What happens if a member quits, is found incompetent, or dies? When a Member withdraws from the company, there should be a provision for how the company will continue. The primary problem is settling how ownership percentages (the "Membership Interest") will be distributed. When a Member withdraws, his/her ownership percentage must be distributed somehow.

Here is a common way to handle member buyouts:
- Members will first be offered the option to buy the remaining ownership together. In this case, the remaining Members will pay an equal amount of the withdrawing Member's contribution and will receive an equal percentage of ownership in return.
- If, for some reason, all Members do not agree to buy the ownership together, Members will then be given another period of days to buy the ownership on their own. In this case, the single Member will pay the entire amount of the withdrawing Member's contribution and will receive all of their ownership percentage in return. The time period allotted for each is defined by the Operating Agreement.
- Finally, if a buy-out is not achieved by the end of the second period, the withdrawing Member, or their estate, may sell to whomever the withdrawing Member or estate chooses.
Conditions for Dissolution

Deciding what happens when the business is dissolved may seem like putting the cart before the horse, but it can prevent legal problems and headaches down the road. Consider how to handle assets, cash on hand, and debts if the LLC is ever dissolved, and do so before finalizing your Operating Agreement. Also choose the type of vote necessary if the Members decide to dissolve the LLC without a withdrawal or death of a Member.

Signing, Notarizing and Keeping Copies

All members should sign the LLC Operating Agreement to make it official. You can do this electronically via RocketSign®. Notarization is typically not required for your Operating Agreement to be legally effective, but some organizations such as title companies, financial institutions, or investors may require notarization to buy property, open a bank or credit account, or secure funding for your LLC.

A copy of the Operating Agreement can be kept with the LLC’s official company records and all members should keep a separate copy in their personal records. If additional Members are added to the LLC later, they should sign and receive their own copy of the Operating Agreement.
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Many states do not require LLCs to create Operating Agreements. In fact, most do not. But that doesn’t mean you shouldn’t create one. These agreements allow you to customize your business structure, avoid generic state rules, and guard your limited liability.

Keep in mind that no state requires LLCs to file their Bylaws or Operating Agreements with the Secretary of State. Instead, simply keep them with your records.

Find out if your business needs an LLC Operating Agreement. Requirements vary from state to state.

State	Requirement
Alabama	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Code of Alabama Title 10A, Chapter 5A: Alabama Limited Liability Company Law of 2014 (AL Code § 10A-5A-1.08).
Alaska	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Alaska Statutes Title 10, Chapter 10.50: Alaska Revised Limited Liability Company Act (AK Stat § 10.50.095).
Arizona	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Arizona Revised Statutes Title 29. Partnership (AZ Rev Stat § 29-3105).
Arkansas	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Arkansas Code Title 4, Subtitle 3, Chapter 38 Uniform Limited Liability Company Act (AR Code § 4-32-405).
California	Required. “Each limited liability company shall maintain in writing or in any other form capable of being converted into clearly legible tangible form at the office referred to in subdivision (a) all of the following: [...] (5) A copy of the limited liability company’s operating agreement, if in writing, and any amendments thereto, together with any powers of attorney pursuant to which any written operating agreement or any amendments thereto were executed.” Cal Corp Code § 17701.13. California LLCs are required to have an Operating Agreement and this agreement (and all amendments to it) must be kept with the company’s records. Topics not expressly outlined in your Operating Agreement are governed by California Corporations Code Title 2.6: California Revised Uniform Limited Liability Company Act (Cal Corp Code § 17701.01 through 17713.13)
Colorado	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Colorado Revised Statutes Title 7. Corporations and Associations, Article 80 (CO Rev Stat § 7-80).
Connecticut	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Chapter 613a, Uniform Limited Liability Company Act (CT Gen Stat § 34).
Delaware	Required. “A limited liability company agreement shall be entered into or otherwise existing either before, after or at the time of the filing of a certificate of formation and, whether entered into or otherwise existing before, after or at the time of such filing, may be made effective as of the effective time of such filing or at such other time or date as provided in or reflected by the limited liability company agreement.” - DE Code § 18-201(d) Delaware requires an Operating Agreement at some time before, during, or after filing LLC formation paperwork. Topics not expressly outlined in your Operating Agreement are governed by Delaware Title 6, Chapter 18: Limited Liability Company Act (DE Code § 18).
Florida	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Florida Title XXXVI Business Organizations, Chapter 605, Florida Revised Limited Liability Company Act (FL Stat § 605).
Georgia	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Georgia Code Title 14, Chapter 11 Uniform Limited Liability Company Act (OCGA § 14-11).
Hawaii	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Hawaii Revised Statutes Chapter 428: Uniform Limited Liability Company Act (Haw. Rev. Stat. § 428).
Idaho	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Idaho Statutes Title 30, Chapter 25: Limited Liability Companies (Idaho Code § 30-25).
Illinois	Not required but may be recommended. Without an Operating Agreement, disputes are governed by the Illinois Limited Liability Company Act (805 ILCS 180/).
Indiana	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Indiana Code Title 23, Article 18: Limited Liability Companies, also known as the “Indiana Business Flexibility Act” (IC 23-18).
Iowa	Not required but may be recommended. Without an Operating Agreement, disputes are governed by the Iowa Code Title XII, Chapter 489: Revised Uniform Limited Liability Company Act (IA Code § 489.110).
Kansas	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Kansas Statutes Chapter 17, Article 76: Limited Liability Companies (KS Stat § 17-7662 through 17-76,146).
Kentucky	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Kentucky Revised Statutes Chapter 275: Limited liability companies (KY Rev Stat § 275)
Louisiana	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Louisiana Revised Statutes Title 12, Chapter 22: Limited Liability Companies (Louisiana R.S. Tit. 12).
Maine	Required. “The limited liability company agreement may be entered into either before, after or at the time of the filing of a certificate of formation. Whether entered into or otherwise existing before, after or at the time of the filing of a certificate of formation, a limited liability company agreement may be made effective as of the formation of the limited liability company or at another time or date as provided in or reflected by the limited liability company agreement;” - ME Rev Stat § 1531 In Maine, an Operating Agreement must be entered into before, after, or during the time of filing for an LLC. This agreement can be written, oral, or even implied. In other words, it’s a fairly lenient law, but it is still a requirement in Maine. Put it in writing to avoid problems down the line. Topics not expressly outlined in your Operating Agreement are governed by Maine Statutes Title 31, Chapter 21, Subchapter 2: Limited Liability Company Agreement (ME Rev Stat Tit. 31 § 21).
Maryland	Not required but may be recommended. Without an Operating Agreement, disputes are governed by the Maryland Limited Liability Company Act (Maryland Code, Corporations and Associations § 4A-101 to § 4A-1303).
Massachusetts	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Massachusetts General Laws, Part I, Title XXII, Chapter 156C: Limited Liability Company Act (MA Gen L ch 156C).
Michigan	Not required but may be recommended. Without an Operating Agreement, disputes are governed by the Michigan Limited Liability Company Act (Mi § 450.4101 - 450.5200).
Minnesota	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Minnesota Statutes, Chapter 322c: Minnesota Revised Uniform Limited Liability Company (MN R.S. § 322C).
Mississippi	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Mississippi Code Title 79, Chapter 29: Revised Mississippi Limited Liability Company Act (MS Code § 79-29).
Missouri	Required. “The member or members of a limited liability company shall adopt an operating agreement containing such provisions as such member or members may deem appropriate, subject only to the provisions of sections 347.010 to 347.187 and other law.” - RSMo § 347.081 Missouri LLCs must create an Operating Agreement, but it can be written or oral. It should cover the conduct of the business, the affairs of the LLC, and the rights, powers, and duties of its members, managers, agents, or employees. Disputes will be governed by Missouri Title XXIII, Chapter 347: Limited Liability Companies (RSMo Chapter 347) when the Operating Agreement’s provisions are inconsistent with Moussori law or otherwise not included in the Operating Agreement.
Montana	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Montana Code Title 35, Chapter 8: Montana Limited Liability Company Act (MT CODE ANN § 35-8).
Nebraska	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Revised Statutes of Nebraska, Chapter 21, Article 1: The Nebraska Uniform Limited Liability Company Act (NE Code §§ 21-101 to 21-197 and §§ 21-501 to 21-542).
Nevada	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Nevada Revised Statutes Chapter 86: Limited-Liability Companies (NRS Chapter 86).
New Hampshire	Not required but may be recommended. Without an Operating Agreement, disputes are governed by New Hampshire Revised Statutes Title XXVIII, Chapter 304-C: Limited Liability Companies (NH Rev Stat § 304-C).
New Jersey	Not required but may be recommended. Without an Operating Agreement, disputes are governed by New Jersey Statutes Title 42, Chapter 42:2C: Revised Uniform Limited Liability Company Act (N.J. Stat. § 42-2C).
New Mexico	Not required but may be recommended. Without an Operating Agreement, disputes are governed by New Mexico Statutes Chapter 53, Article 19: Limited Liability Company Act (NMSA § 53-19-1 to 53-19-74).
New York	Required. “§ 417. Operating agreement. (a) Subject to the provisions of this chapter, the members of a limited liability company shall adopt a written operating agreement that contains any provisions not inconsistent with law or its articles of organization relating to (i) the business of the limited liability company, (ii) the conduct of its affairs and (iii) the rights, powers, preferences, limitations or responsibilities of its members, managers, employees or agents, as the case may be.” - NY Limit Liab Co § 417 Limited Liability Companies in New York must have a written Operating Agreement. This document should include provisions relating to the business of the LLC, the conduct of its affairs, and the rights, preferences, limitations, or responsibilities of its members. Disputes will be governed by Consolidated Laws of New York Chapter 34: Limited Liability Company Law (NY Limit Liab Co §§ 101 through 1403) when the Operating Agreement’s provisions are inconsistent with New York State laws or otherwise not included in the Operating Agreement.
North Carolina	Not required but may be recommended. Without an Operating Agreement, disputes are governed by North Carolina General Statutes Chapter 57D: North Carolina Limited Liability Company Act (NC Gen Stat § 57D).
North Dakota	Not required but may be recommended. Without an Operating Agreement, disputes are governed by North Dakota Century Code Chapter 10-32.1: North Dakota Uniform Limited Liability Company Act (ND CENT CODE §§ 10-01.1-01 through 10-36-09).
Ohio	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Ohio Revised Code Chapter 1706: Ohio Revised Limited Liability Company Act (OH Rev Stat §§ 1706.01 through 1706.84).
Oklahoma	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Oklahoma Statutes Title 18: Oklahoma Limited Liability Company Act (OK Stat § 18-2001).
Oregon	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Oregon Revised Statutes Chapter 63: Limited Liability Companies (OR Rev Stat Chap 63).
Pennsylvania	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Pennsylvania Unconsolidated Statutes, Title 15, Part III: Partnerships and Limited Liability Companies (PA Cons Stat § 8101 to 8106).
Rhode Island	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Rhode Island General Laws Title 7, Chapter 16: The Rhode Island Limited-Liability Company Act (R.I. Gen. Laws § 7-16).
South Carolina	Not required but may be recommended. Without an Operating Agreement, disputes are governed by South Carolina Code of Laws Title 33, Chapter 44: Uniform Limited Liability Company Act of 1996 (SC Code § 33-44).
South Dakota	Not required but may be recommended. Without an Operating Agreement, disputes are governed by South Dakota Codified Laws Chapter 47-34A: Uniform Limited Liability Company Act (SD Codified L § 47-34A).
Tennessee	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Tennessee Code Title 48: Corporations & Associations (Tenn. Code Tit. §§ 48-201-101 through 48-250-115).
Texas	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Texas Business Organizations Code Title 3, Chapter 101: Limited Liability Companies (TX Bus Orgs Tit. 3 Sec. 101).
Utah	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Utah Code Title 48, Chapter 3a: Utah Revised Uniform Limited Liability Company Act (UT Code § 48-3a).
Vermont	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Vermont Statutes Title 11, Chapter 25: Limited Liability Companies (VT ST Tit. 11 § 4001 to 4176).
Virginia	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Code of Virginia Title 13.1, Chapter 12: Virginia Limited Liability Company Act (VA Code § 13.1).
Washington	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Revised Code of Washington Title 25.15: Limited Liability Companies (WA Rev Code § 25.15).
West Virginia	Not required but may be recommended. Without an Operating Agreement, disputes are governed by West Virginia Code Chapter 31b: Uniform Limited Liability Company Act (WV CODE § 31B).
Wisconsin	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Wisconsin Statutes Chapter 183: Limited Liability Company Law (Wis. Stats Chapter 183).
Wyoming	Not required but may be recommended. Without an Operating Agreement, disputes are governed by Wyoming Statutes Title 17, Chapter 29: Wyoming Limited Liability Company Act (WY ST § 17-29).

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LLC Operating Agreement FAQs

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Do I need an LLC Operating Agreement?

Whether you need it depends on your state and situation, but overall Operating Agreements are very useful documents and are a good idea for any business. Here are some of the top reasons to create an LLC Operating Agreement.

Your state may require one. The guidelines vary by state, but certain states require you to have an LLC Operating Agreement, including Delaware, California, New York, Maine, or Missouri.

You may need one to open a business bank or credit account, buy property, or secure funding. Many financial institutions require businesses to have an operating agreement to open an account or work on behalf of a business. This can include real estate financing (mortgages) when buying a property.

Multiple members may want to outline how much they each contributed and how the business will protect their interests. If you are not in business alone, it’s important to get financial, organizational, and operational details in writing. An Operating Agreement will define the rights and responsibilities of each principal of the LLC. It will also explain what happens if a principal decides to leave, including how a principal may transfer or sell their interest in the LLC.

Your personal protection against liability could be impacted. LLCs, especially one-person LLCs, are given much more respect by courts if they’ve created an LLC Operating Agreement. Having an Operating Agreement provides evidence that you keep your business and your personal life separate, which will help you avoid personal liability for things that go wrong on the business side of your life. Without the formality of the operating agreement, your company may be viewed as a partnership or sole proprietorship, leaving you and your personal assets at risk.

You may want to customize your business structure and avoid your state’s default rules. Having an Operating Agreement also prevents your business from being subject to your state’s standard Operating Agreement, which may not be as beneficial for your particular business because it is a one-size-fits-all agreement.

Moreover, a great advantage of having an LLC is choosing how you’ll split profits, work-load, distribution of shares, and more. In more rigid structures like S-corps or C-corps, you have less flexibility to choose the roles and rights of each business owner.

For example, in a C-corp, if you’ve invested 20% of the capital in the company, you’re likely to receive 20% of the profits or losses. An LLC allows you to set this up differently depending on your situation. For example, say that our hypothetical 20% owner actually does 80% of the work, whereas her partner invested 80% but does only 20% of the work. In their Operating Agreement, these partners could choose to split the profits and losses 50-50.
Do single-member LLCs need an Operating Agreement?
While single-member LLCs do not usually need an Operating Agreement, it is recommended. Here are some of the many ways an Operating Agreement can help a single-member LLC:
- It can show how you plan to separate your own expenses from the business.
- It may help if you are seeking funding.
- It can be used to appoint someone to run your business if you are unable to do so yourself.
- Insurance companies may ask for it.
- It can be used to define rules specific to your business.
What is the difference between Articles of Organization and an Operating Agreement?

Articles of Organization and Operating Agreements are both critical documents that relate to starting an LLC, but there are a few key differences between the two. Articles of Organization (also called Certificates of Formation) are an LLC formation document filed with the state to register your company as a legal business entity. If you form an LLC with Rocket Lawyer, we file this document on your behalf. An LLC Operating Agreement, on the other hand, is an internal document that outlines how the business will be run.
If I have an LLC Operating Agreement, do I need a Business Plan?

Your business should have both of these important documents. While they do have a bit of overlap, they serve different purposes. The Operating Agreement is intended to outline how the business is run. The Business Plan communicates other business information, such as market research, financial plans, product specifications, and funding needs.

If you have additional questions before making your LLC Operating Agreement, ask a lawyer, or check out more resources for starting a business.
Which state LLC Operating Agreement should I make?

Generally speaking, you do not need to make an LLC Operating Agreement for every state that you do business in. In most cases, you'll just want to write one for the state your LLC is registered in. If you operate multiple LLCs that are registered in different states, then you may need one for each company in each state. If you have questions about businesses you run in other states, ask a lawyer.
Should I make an LLC Operating Agreement now or after I have formed an LLC?

Although you're able to make an Operating Agreement at any time, it's often best to make one at the very beginning to help guide all business decisions. This is especially true in a partnership, where you can establish the guidelines of operation early in order to reduce misunderstandings later.

However, you can make an LLC Operating Agreement at any time when you discover the need to document the details of your agreement and how to run your business.
Do I need to file my Operating Agreement with the state?

Even in those states where they are required, LLC Operating Agreements do not get filed with the state. However, you may be required to keep your Operating Agreement with your corporate records and amend it as your business changes.

However, along with your LLC registration, S-corp filing, or C-corp filing, you will likely need to get a Registered Agent and file an Annual Report, as well as Articles of Amendment should you make changes to your business. Make sure you have a clear understanding of your state’s requirements for starting and maintaining an LLC so you are always in full compliance with the rules.
Do I need to hire a lawyer to draft my Operating Agreement?

You generally don’t need a lawyer to create operating agreements that leverage commonly used operating terms. Rocket Lawyer documents are vetted by lawyers and legal staff so that you can use them with confidence.

That said, it’s common to have questions or want an expert to weigh in. In this case, you can simply ask a lawyer legal questions about your Operating Agreement or your LLC, or request a review of your drafted LLC Operating Agreement. In these cases, you can save time and money by first drafting an LLC Operating Agreement using Rocket Lawyer, and then ask a lawyer to review it, answer questions you may have, or add any clauses or legal terms that are unique to your situation.

It may be advisable to also work with an attorney if you are making an LLC Operating Agreement for complex business situations, such as businesses with many members, complex ownership structures, or less common voting procedures. Businesses with a non-voting member class may also want to work with an experienced attorney. Reach out to a Rocket Lawyer network attorney to get started on an LLC Operating Agreement for your unique situation.

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Look over your customized LLC Operating Agreement to ensure it matches your intentions. You may also want to review the agreement with any other parties to avoid delays at signing.

Remember that if you have any questions you can easily ask a question for free or get affordable legal advice when you connect with a Rocket Lawyer network attorney.
Sign this document

This Operating Agreement must be signed by:
- All LLC Member(s)
Neither witnesses nor notarization are required for the Operating Agreement to be effective.

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Keep two copies

The LLC should keep one copy of the Operating Agreement with its corporate records. The Member should keep a separate copy for their personal records.

If additional Members are added to the LLC later, they should sign and receive their own copy of the Operating Agreement.
Important Details
- A LLC Operating Agreement is used after a Limited Liability Company has already been formed through your Secretary of State's office. The Agreement allows your company to customize and control your LLC's operating rules. Without the Agreement, your LLC will operate under the state's default LLC laws.
- Reminder: Under the terms of Article V, Tax Treatment Election, the Company has already or will file Form 8832 with the Internal Revenue Service and affirmatively elect to be treated as a corporation for federal tax purposes. The Company must take this step in order to receive federal corporate tax status.

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What we’ll cover

What is an LLC Operating Agreement?

When can you use an LLC Operating Agreement?

About LLC Operating Agreements

Learn how to define and document how your business will be run

How To Write an LLC Operating Agreement

Company Name

Company Purpose

Company Address

Start Date

Company Duration

Registered Agent Details

Partnership Representative

Members

Member Contributions

Ownership

LLC Management, Rights and Responsibilities of Parties

Manager and Officer Details, if Applicable

Tax Treatment Election

Fiscal Year

Profit Distribution (Also Known As “Profit Allocation”)

Voting procedures

Member Buyouts

Conditions for Dissolution

Signing, Notarizing and Keeping Copies

LLC Operating Agreement Requirements by State

LLC Operating Agreement FAQs

Do I need an LLC Operating Agreement?

Do single-member LLCs need an Operating Agreement?

What is the difference between Articles of Organization and an Operating Agreement?

If I have an LLC Operating Agreement, do I need a Business Plan?

Which state LLC Operating Agreement should I make?

Should I make an LLC Operating Agreement now or after I have formed an LLC?

Do I need to file my Operating Agreement with the state?

Do I need to hire a lawyer to draft my Operating Agreement?

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LLC Operating Agreement checklist

Complete your free LLC Operating Agreement with our Make it Legal™ checklist

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Sign this document

Keep two copies

Important Details

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Related documents

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Single Member LLC Operating Agreement

Business Plan

Articles of Incorporation Worksheet

Corporate Bylaws

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