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LLC operating agreement

Free LLC Operating Agreement

Set out members, ownership, management, and distributions for your LLC. Fill in the details below, download for free, and sign online with all members.

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LIMITED LIABILITY COMPANY OPERATING AGREEMENT

This Operating Agreement (the "Agreement") of [companyName], a limited liability company organized under the laws of the State of [formationState], is entered into effective as of [effectiveDate] by its members.

1. FORMATION. The Company was formed as a limited liability company pursuant to the applicable statutes of the State of [formationState].

2. MEMBERS. The members of the Company and their respective ownership interests are as follows: [members].

3. MANAGEMENT. The Company shall be [managementType]. Decisions requiring a vote shall be made in proportion to each member's ownership interest unless otherwise provided herein.

4. CAPITAL CONTRIBUTIONS. Each member has contributed capital as set forth in the Company's records. No member shall be obligated to make additional contributions except as unanimously agreed.

5. DISTRIBUTIONS. Distributions of available cash shall be made to the members in proportion to their ownership interests, at such times as the members determine.

6. GOVERNING LAW. This Agreement shall be governed by the laws of the State of [governingState].

IN WITNESS WHEREOF, the members have executed this Agreement as of the Effective Date.

MEMBER: ______________________  Signature: ______________________  Date: __________
MEMBER: ______________________  Signature: ______________________  Date: __________

This template is provided for informational purposes only and is not legal advice.

What's inside this operating agreement

An LLC operating agreement documents who owns the company, how it is managed, how profits are distributed, and what happens when members join or leave. Most states either require one or strongly recommend it — even single-member LLCs benefit, because it reinforces the liability shield that separates your personal assets from the business.

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Operating agreement questions

Is an operating agreement required?

A handful of states legally require one, and most others strongly recommend it. Even where it isn't mandatory, it's essential for defining ownership and protecting your limited-liability status.

Member-managed or manager-managed?

In a member-managed LLC the owners run daily operations. In a manager-managed LLC they appoint one or more managers. Choose the structure that matches how involved each member wants to be.

Do single-member LLCs need one?

Yes — it's still valuable. A written operating agreement helps demonstrate that the LLC is a separate entity from you personally, which strengthens the liability protection in a dispute.