LLC Operating Agreement Template (US)
Updated on August 5, 2026
An operating agreement sets out how an LLC is owned, managed, and run — who can bind the company, how profits and losses are split, and what happens if a member leaves or the LLC dissolves. A common claim across template sites is that "five states require an operating agreement" — that's misleading. Only New York actually requires a written one, though having one in writing is good practice everywhere, since it's usually the only document that overrides a state's default LLC rules.
The agreement below is the form: choose member-managed or manager-managed above it and the management clauses change to match, type straight into the highlighted blanks, and each member signs on their own signature line. Download a clean Word or PDF file with no sign-up and no watermark.
Tap any highlighted blank in the document below and type straight into it.Free — no sign-up, no watermark
Choose your version
LLC Operating Agreement
This Operating Agreement of , a limited liability company formed under the law of , is entered into on by its members.
1. Members
2. Management by Members
The Company is member-managed. Each member has authority to act on behalf of the Company in the ordinary course of business, subject to any restrictions in this Agreement.
3. Capital Contributions
4. Profits, Losses, and Distributions
- Profit and loss allocation:
- Distributions:
5. Deadlock
If the members cannot agree on a matter requiring member approval, they shall meet in good faith within days of a member's written notice of the disagreement. If unresolved after that meeting, the matter shall be submitted to mediation within days. If mediation does not resolve the matter, any member may initiate a buy-sell process under the Buy-Sell Events clause for the affected members' interests.
6. Buy-Sell Events
A member's interest may be purchased by the Company or the other members upon: the death or permanent incapacity of a member; the bankruptcy or insolvency of a member; an unresolved deadlock under the Deadlock clause; or a material breach of this Agreement that remains uncured after written notice. Unless the members agree otherwise in writing, the purchase price shall be the fair market value of the affected member's interest as determined by an independent qualified appraiser, and the purchase shall close within days after the price is determined.
7. Dissolution
8. General
This Agreement is governed by the law of and represents the complete agreement of the members regarding the Company.
Member 1
Date:
Member 2
Date:
Only New York actually requires a written operating agreement
New York LLC Law §417 requires members to adopt a written operating agreement, within 90 days after filing the articles of organization if not done before or at filing. A few other states require some form of agreement but don't require it in writing: Maine requires one to exist but allows it to be written, oral, or implied; Missouri requires an LLC to adopt an operating agreement but is form-flexible, except that a single-member Missouri LLC specifically needs a written declaration. California and Delaware require nothing at all by default — an oral or implied agreement is legally sufficient in both. In California specifically, a writing is only required if the members want to vary the state's statutory default rules or modify a manager's fiduciary duties.
Member-managed or manager-managed — don't assume one
An LLC can be run directly by its members (member-managed) or by one or more appointed managers who may or may not also be members (manager-managed). Most small, simple LLCs are member-managed by default under state law, so a template that hard-codes manager-managed structure regardless of what the LLC actually needs is a common, avoidable error. This template lets you choose either structure.
A two-member, equally split LLC needs a deadlock plan more than most
If two members each hold 50% of an LLC, there's no third vote to break a tie on any decision requiring member approval — the LLC can simply stall. This template includes a deadlock clause: a set period for the members to meet and try to resolve the disagreement directly, then mediation if that doesn't work, and a buy-sell option as a last resort so an unresolved deadlock has an actual endpoint instead of running indefinitely. It applies regardless of how many members the LLC has, but it matters most in an even, two-member split where neither side can outvote the other.
The clauses, explained
- Formation and members
- The LLC's name, state of formation, and its members with their ownership percentages.
- Management structure
- Whether the LLC is member-managed or manager-managed, and who has authority to bind it.
- Capital contributions
- What each member contributed to form or join the LLC.
- Profit, loss, and distributions
- How profits, losses, and cash distributions are allocated among members.
- Deadlock
- A defined path when the members can't agree on a matter requiring member approval: a direct-meeting period, then mediation, then a buy-sell option — rather than an indefinite stall, which is the real risk in an even ownership split.
- Buy-sell events
- The specific events — death, incapacity, bankruptcy, unresolved deadlock, or a material breach — that let the LLC or the other members purchase a member's interest, and how the price is set.
- Dissolution
- The events that trigger winding up the LLC.
Requirements checklist
LLC operating agreement requirements are set at the state level — check the specific rule where your LLC is formed.
New York: written operating agreement required
Members must adopt a written operating agreement, within 90 days after filing if not done before or at filing.
NY LLC Law §417Missouri: single-member LLCs need a written declaration
Missouri requires an operating agreement generally, and specifically requires a written declaration for a single-member LLC.
Mo. Rev. Stat. §347.015(13), §347.081.1California: writing only needed to vary the default rules
California doesn't require an operating agreement by default, but a writing is required to vary the state's statutory defaults or modify a manager's fiduciary duties.
Cal. Corp. Code §17701.10
How to use this template
- Enter the LLC and its members. Type the LLC name, state of formation, and each member's ownership percentage into the highlighted blanks.
- Choose the management structure. Pick member-managed or manager-managed in the selector above the agreement, based on how the LLC will actually be run — the management clauses change to match.
- Set contributions, allocations, and distributions. Fill in each member's capital contribution and how profits, losses, and distributions are shared.
- Sign, download and check your state's requirement. Each member signs on their own signature line. Download the agreement as a Word or PDF file, and confirm whether your state requires a written agreement or specific content.
Frequently asked questions
Does my state require a written LLC operating agreement?
Usually not — only New York actually requires one in writing. A few other states (like Missouri, for single-member LLCs) require some agreement but not always in writing. Most states require nothing by default, though having one is still strongly recommended.
What's the difference between member-managed and manager-managed?
In a member-managed LLC, the members themselves run the business and can bind the company. In a manager-managed LLC, one or more appointed managers run it instead, and members without that role generally can't bind the LLC on their own.
Is my LLC automatically member-managed or manager-managed?
It depends on your state's default rule and what's stated in your formation documents — most states default to member-managed unless the LLC elects otherwise, but check your specific state.
Do I need this agreement for a single-member LLC?
It's still useful even without other members — it documents how the LLC operates and can help preserve limited liability protection by showing the LLC is run as a separate entity from its owner.
Can this agreement override my state's default LLC rules?
In most states, yes, within limits — that's usually the whole point of having a written agreement. Some rules (like certain fiduciary duties) may only be modified, not eliminated, depending on your state.
What happens if the two of us, each owning 50%, can't agree on something?
That's what the deadlock clause is for. It gives you a set period to meet and resolve the disagreement directly, then mediation, then a buy-sell option as a last resort — so a genuine 50/50 impasse has a defined path forward instead of stalling the LLC indefinitely.
Can I force a member to sell their interest?
Only if one of the buy-sell trigger events in this agreement occurs — death, incapacity, bankruptcy, an unresolved deadlock, or an uncured material breach — and even then, at a price set by an independent appraiser unless the members agree otherwise. This isn't a general buyout right; it's limited to the specific events the agreement lists.
Related templates
Disclaimer
This template and guide are provided for general information only and do not constitute legal advice. LLC operating agreement requirements vary by state and change over time. Confirm current requirements with your state's business filing agency or an attorney before relying on this document.
