MAKE THE DOCUMENT WORK FOR YOUR SITUATION
About this llc operating agreement
An operating agreement records how LLC members govern the company. It is separate from the state formation filing and should agree with the actual ownership, contributions, management structure, and tax arrangements.
When to use it
- Members want a written record of ownership, management, and decision rights.
- A single-member LLC needs to document authority, contributions, records, and succession arrangements.
- Members are updating an existing agreement after a financing, management change, or ownership transfer.
What to gather before completing it
- Retrieve the filed formation record, exact company name, registered-agent record, and any existing agreement.
- List members, contributions, ownership percentages, and the valuation basis for noncash contributions. Reconcile percentages to the intended total.
- Choose member or manager management and describe who can bind the company. Separate routine authority from reserved decisions.
- Set voting thresholds, meeting or consent procedures, record access, accounting, and distribution rules.
- Ask a tax professional to review allocations, distributions, tax classification, and representative roles.
- Define transfer restrictions, valuation, death or disability, withdrawal, buyouts, deadlock, and dissolution using the relevant state LLC law.
Common mistakes to avoid
- Confusing an operating agreement with articles of organization.
- Leaving a minority member’s vote, information rights, or exit procedure unclear.
- Assigning profit allocations independently of the intended tax treatment.
- Including generic buyout language without a valuation method or payment process.
After you complete the document
- Retain the signed agreement with formation and ownership records.
- Update member schedules after permitted ownership changes.
- Record major decisions and amendments consistently with the agreement.
What the template includes
The online builder and downloaded documents use the same fields. A selected state can add relevant research prompts. Complete only applicable items; add explanations for exceptions rather than assuming a blank entry resolves them.
Document details4 inputs +
Set the date, jurisdiction, and your internal reference.
- Document date *
- US state *
- County
- Document reference
People & organizations8 inputs +
Use legal names and current contact information.
- First party legal name *
- First party address *
- First party email
- First party phone
- Second party legal name *
- Second party address *
- Second party email
- Second party phone
Agreement terms16 inputs +
Record the negotiated details. Keep material decisions explicit.
- LLC legal name *
- Formation date
- State filing reference
- Principal office *
- Registered agent and address
- Members, addresses, and ownership percentages *
- Initial contributions and valuation *
- Management structure
- Managers and authority limits
- Voting thresholds and reserved decisions *
- Profit / loss allocation
- Distribution policy
- Tax classification and representative
- Records and accounting methods
- Transfer restrictions and buyout process
- Withdrawal, death, disability, and dissolution
Additional details & signing7 inputs +
Add attachments, exceptions, and the names of authorized signers.
- Attachments / supporting records
- Exceptions / additional terms
- First signer printed name
- First signer title
- Second signer printed name
- Second signer title
- Signing date
Practical tips
- Be specific. A clear description is easier to verify than a broad label.
- Download Word if you need to add an attachment or adjust the layout.
- Keep the completed document and supporting records together.
Before signing or submitting
This is a general drafting starting point. Corporate governance, tax treatment, licensing, enforceability, and required notices depend on the transaction and jurisdiction. Obtain appropriate review before signing.