LLC Operating Agreement Template and How to Draft One (2026)

What is an LLC operating agreement, and do you need one? An LLC operating agreement is the internal contract among the members (owners) of a US limited liability company. It sets out who owns what, how profits and losses are split, who manages the company, how big decisions are made, and what happens when a member joins, leaves, dies or wants to sell. An LLC can be single-member (one owner) or multi-member (two or more). You almost always need one. Several states, including California, New York and Missouri, require an operating agreement, and even where it is optional it is strongly advised. Without one, your LLC is governed entirely by your state's default LLC statute, which may not match what the members actually want, and a written agreement also helps preserve the liability shield that separates the company from its owners. Below is an operating agreement template you can copy and adapt, followed by plain-English guidance on how to fill each section. This is general information, not legal advice, and LLC law is set state by state. For anything beyond a simple company, have a qualified attorney review your final document. ## LLC operating agreement template ```

OPERATING AGREEMENT OF [LLC LEGAL NAME], LLC This Operating Agreement ("Agreement") is made on [DATE] by the members of [LLC LEGAL NAME], LLC, a limited liability company formed under the laws of the State of [STATE]. 1. FORMATION The Company was formed by filing Articles of Organization / Certificate of Formation with the [STATE] Secretary of State on [DATE]. Its registered office and agent are as stated in that filing. 2. PURPOSE The Company may engage in any lawful business, and specifically: [DESCRIBE BUSINESS]. 3. TERM The Company begins on the filing date and continues until dissolved under this Agreement. 4. MEMBERS AND OWNERSHIP The members and their membership interests (percentages) are: [MEMBER NAME] - [X]% [MEMBER NAME] - [X]% (Total must equal 100%.) 5. CAPITAL CONTRIBUTIONS Each member has contributed the following initial capital: [MEMBER NAME] - [cash / property / services and value] No member is required to make further contributions unless all members agree in writing. 6. CAPITAL ACCOUNTS A capital account will be maintained for each member, adjusted for contributions, allocated profits and losses, and distributions. 7. ALLOCATIONS AND DISTRIBUTIONS Profits and losses are allocated to members in proportion to their membership interests. Distributions of available cash are made at the times and amounts the [members / manager] decide, in the same proportions. 8. MANAGEMENT The Company is [member-managed / manager-managed].

• If member-managed: the members manage the Company; day-to-day decisions are by majority of membership interests.
• If manager-managed: [MANAGER NAME] is appointed Manager with authority over day-to-day operations. 9. VOTING AND MAJOR DECISIONS Each member votes in proportion to their membership interest. The following require approval of members holding [X]% / unanimous consent: admitting a new member, selling substantially all assets, incurring debt over [AMOUNT], amending this Agreement, dissolving the Company. 10. MEETINGS Meetings may be called by any member on [N] days' notice. Decisions may also be made by written consent without a meeting. 11. TRANSFER OF INTERESTS A member may not transfer their interest without the written consent of members holding [X]% of interests. The other members have a right of first refusal on the same terms before any transfer to an outsider. 12. ADMISSION AND WITHDRAWAL OF MEMBERS A new member is admitted only on the terms approved under clause 9. A member may withdraw on [N] days' written notice; their interest is bought out at [fair market value / agreed formula]. 13. DEATH, DISABILITY OR DISSOLUTION OF A MEMBER On the death, disability or dissolution of a member, the Company or remaining members may purchase that member's interest at [fair market value / agreed formula]. 14. DISSOLUTION AND WINDING UP The Company dissolves on [events], or on the vote required by clause

9. On dissolution, assets are applied to creditors first, then to members' capital accounts, then to members in proportion to their interests. 15. INDEMNIFICATION The Company indemnifies its members and manager against liabilities incurred in good faith on Company business, to the extent allowed by [STATE] law. 16. GOVERNING LAW This Agreement is governed by the laws of the State of [STATE]. SIGNED by the members: ______________________ Date: __________ ______________________ Date: __________