Single-member LLC operating agreement template
An operating agreement is the rulebook of a limited liability company. For a one-owner LLC it records that the company is run as a separate business, which helps keep the owner’s personal assets apart from the company’s debts, and banks often ask for one before opening a business account. Fill in the details and sign it as the member and on behalf of the company.
This template is a general starting point, not legal advice. Laws differ between countries and states, so have it checked before signing anything important.
Fill in the details
Anything you leave empty becomes a blank line in the document, to fill in by hand or during signing.
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Operating Agreement
This Operating Agreement of __________ (the "Company") is made effective __________ by __________, of __________, the Company’s sole member (the "Member").
1. Formation
The Company was formed as a limited liability company under the laws of __________ on __________. Its principal office is at __________. Its purpose is __________.
2. Ownership and Contribution
The Member owns 100% of the membership interests in the Company. The Member’s initial contribution is __________. The Member is not required to make further contributions.
3. Management
The Company is managed by the Member, who has full authority to act for the Company, including to open bank accounts, sign contracts and hire staff.
4. Separateness
The Company will keep its own bank accounts and records, will not mix its funds with the Member’s personal funds, and will sign contracts in its own name. The Member is not personally liable for the Company’s debts and obligations except as required by law.
5. Distributions and Taxes
The Member decides when the Company distributes money to the Member, provided the Company can still pay its debts as they fall due. The Company will be taxed in the way the Member elects under applicable tax law.
6. Death, Incapacity and Transfer
If the Member dies or can no longer act, __________ may act for the Company to wind up or continue its business, as the Member’s estate or legal representative decides. The Member may transfer all or part of the membership interests; a new member is admitted only by written amendment to this Agreement.
7. Dissolution
The Company is dissolved when the Member decides in writing or as required by law. On dissolution, the Company pays its debts first and then distributes what remains to the Member.
8. General
This Agreement is governed by the laws of __________. It may be amended only in writing signed by the Member, and may be signed with an electronic signature.
Member
__________
Company, by its Member
__________
What this template is for
It suits a US LLC with a single owner who manages it. An LLC with two or more owners needs an agreement that deals with ownership shares, voting and buy-outs between owners, which this one does not.
- Check your state’s LLC rules. A few states require an operating agreement; most do not, but banks and lenders often ask for one.
- Keep it with the company records. It is not filed with the state.
- Update it when anything in it changes, such as the successor or the principal office.
Frequently asked questions
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