LLC Operating Agreement Template: Free Download 2026

The document your state probably doesn't require but your LLC definitely needs.

📅 Updated September 22, 2026⏱ 8 min read✅ Reviewed by LexAI Legal Team🗺️ Applies to: All States

Legal Disclaimer: This template covers standard single- and multi-member LLC arrangements. For LLCs with outside investors, complex profit-sharing, or multiple asset classes, have the final agreement reviewed by a business attorney.

The Document Your State Probably Doesn’t Require

Most states don’t legally require an LLC to have a written operating agreement — which leads a lot of owners, especially single-member LLCs, to skip it entirely. That's a mistake, and here's the specific reason why.

Why It Matters: Piercing the Corporate Veil

The whole point of forming an LLC is liability protection — keeping your personal assets separate from business debts and lawsuits. Courts can undo that protection through a doctrine called “piercing the corporate veil” when an LLC isn’t actually operated as a separate entity — when it looks, in practice, like the owner's personal finances with a different name on the letterhead. A written operating agreement is one of the clearest pieces of evidence that your LLC has real governing structure, distinct from you personally — this matters just as much, arguably more, for a single-member LLC that has no other owners or formal meetings to point to as evidence of separateness.

Member-Managed vs. Manager-Managed

Member-managed is the default in most states: every owner participates directly in running the business. Manager-managed designates one or more managers (who may or may not be owners) to handle daily operations while other members stay passive investors, with owners retaining a vote only on major structural decisions like a merger or dissolution. For a single-member LLC the practical difference is minor day-to-day, but naming a formal manager can simplify succession if you're ever unable to run the business yourself.

LLC Operating Agreement Template

LLC OPERATING AGREEMENT

This Operating Agreement (“Agreement”) of [LLC NAME], LLC (the “Company”), a [STATE] limited liability company, is entered into as of [DATE] by its Member(s): [MEMBER NAME(S) AND OWNERSHIP PERCENTAGE(S)].

1. Formation. The Company was formed by filing Articles of Organization with the [STATE] Secretary of State on [DATE].

2. Management. The Company shall be [MEMBER-MANAGED / MANAGER-MANAGED]. [If manager-managed: [MANAGER NAME] shall serve as Manager, with authority over day-to-day operations.]

3. Capital Contributions. Each Member has contributed the following to the Company: [DESCRIBE CONTRIBUTIONS — cash, property, services].

4. Profit & Loss Distribution. Profits and losses shall be allocated among Members in proportion to their ownership percentages, unless otherwise agreed in writing.

5. Voting. [Major decisions require unanimous consent / a majority vote based on ownership percentage — DESCRIBE YOUR STRUCTURE].

6. Transfer of Membership Interest. No Member may transfer their membership interest without the written consent of [all other Members / a majority of Members], except to an immediate family member or trust for estate planning purposes.

7. Dissolution. The Company may be dissolved upon [unanimous written consent of the Members / an event specified in the Articles of Organization / operation of law].

8. Limitation of Liability. No Member shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member.

9. Governing Law. This Agreement is governed by the laws of the State of [STATE].

Signature(s): _________________________ (Member) Date: _________

Keep the signed agreement with your business records — it generally isn’t filed with the state, but should be available if your LLC status or liability protection is ever challenged.

Clauses Worth Extra Attention for Multi-Member LLCs

Voting thresholds — decide upfront whether major decisions need unanimous consent or a majority, before a real disagreement forces the question.
Transfer restrictions — without them, a member could sell their stake to someone the other owners never agreed to work with.
Buy-sell provisions — what happens if a member wants out, dies, or becomes incapacitated matters far more once you're actually facing it than it seems worth addressing in advance.

Frequently Asked Questions

My state doesn't require an operating agreement — do I still need one?

Yes, functionally. Most states don't legally require one, but that's different from not needing one. Without a written operating agreement, courts and banks have less evidence that your LLC is genuinely operated as a separate entity from you personally — which is exactly the evidence that matters if your liability protection is ever challenged.

Is this really necessary for a single-member LLC with no employees?

Especially for a single-member LLC. Without other members or formal governance to point to, a single-member LLC can look, from the outside, indistinguishable from a sole proprietorship with extra paperwork. An operating agreement is one of the clearest pieces of evidence that you treated the LLC as a genuinely separate entity, which matters directly if a creditor or plaintiff ever tries to "pierce the corporate veil" and go after your personal assets.

What's the real difference between member-managed and manager-managed?

Member-managed means all owners participate directly in running the business — this is the default in most states unless you specify otherwise. Manager-managed appoints one or more managers (who may or may not also be members) to handle daily operations, while other members stay passive investors. For a single-member LLC, the practical difference is small, but formally naming a manager can make succession planning easier if you become unable to run the business yourself.

Do I need to file this with the state?

No — unlike your Articles of Organization, an operating agreement is generally an internal document you keep with your business records, not something filed with the state. Some states specifically require it be in writing and kept on file at the business, even though it isn't submitted to a state agency.