LLC operating agreement template
The operating agreement is the LLC's internal contract — who owns what, who decides what, how money moves, what happens when a member leaves. Five states require one in writing (CA, NY, MO, ME, DE); the other 45 don't, but every LLC should have one anyway. Banks ask for it. Lenders ask for it. Tax CPAs ask for it.
Single-member operating agreement (the simple case)
If you're the only owner, the agreement codifies that the LLC is separate from you personally — critical for preserving the liability shield. Required clauses: sole member, management authority, capital contribution, distributions ("as the sole member determines"), dissolution rules.
Multi-member (the contract that prevents fights)
Multi-member LLCs need real contract terms because partner disputes destroy more LLCs than market conditions. The clauses that matter most:
- Capital contribution + ownership % — who put in what, who owns what.
- Voting rights — by ownership %, by member, or supermajority for key decisions.
- Profit + loss allocation — usually pro rata to ownership, sometimes different.
- Distributions — when, how, and who decides.
- Buy-sell + transfer restrictions — what happens if a member wants out, dies, or files bankruptcy.
- Manager vs member-managed — who runs the day-to-day.
Every formation service (ZenBusiness, Northwest, LegalZoom) includes a templated operating agreement in mid-tier and above plans. Single-member templates are fine off-the-shelf; multi-member templates should get a quick attorney review.