Contract templates · Business Setup & Ownership
Most US states do not require an operating agreement to form an LLC, but banks, investors and courts expect one. Without it, state default rules decide how the company is run.
An LLC operating agreement sets out the members and their ownership, capital contributions, whether the LLC is member-managed or manager-managed, voting, profit and loss allocations, transfers of interests, what happens on a member's withdrawal, death or disability, and dissolution.
When you need one
- Forming an LLC with one or more members
- Banks or investors asking for your operating agreement
Key clauses in a LLC Operating Agreement
These are the clauses the template includes, and what each one does for you.
Members and ownership
Lists members and their percentage interests.
Capital contributions
Records what each member contributed and any future contributions.
Member-managed or manager-managed
Says whether members or appointed managers run the business.
Voting and major decisions
Sets voting thresholds and lists major decisions.
Profit and loss allocations and distributions
Explains how profits, losses and distributions are allocated.
Transfers of membership interests
Restricts transfers of membership interests without consent.
Withdrawal, death or disability of a member
Covers buy-outs when a member leaves, dies or becomes disabled.
Dissolution
Sets how the LLC is wound up.
Common mistakes to avoid
- Single-member LLCs with no operating agreement, weakening the liability shield.
- Allocations that do not match the tax treatment.
- No buy-out terms on a member's death.
How to use the template
Download the Word file
Buy the LLC Operating Agreement template on My Contract Lawyer and download the editable .docx straight after checkout.
Fill in the brackets
Add names, dates, fees, scope and governing law, and delete optional clauses that do not apply to your deal.
Check it against local law
Rules differ between US states, the UK and EU countries, especially for employment, consumer and property contracts. Have a lawyer review high-value or unusual deals.
Sign and keep a copy
Sign on paper or with any e-signature tool, and store the final version where both sides can find it.
Get the LLC Operating Agreement template
Lawyer-drafted and ready to edit in Word, Google Docs or Pages. One-time payment of $29, no subscription, instant download from My Contract Lawyer.
Frequently asked questions
Is an operating agreement required?
A few states, such as California, Delaware, Maine, Missouri and New York, require one; elsewhere it is strongly recommended.
Do single-member LLCs need one?
Yes. It helps show the LLC is separate from its owner.
Is it filed with the state?
No. It is an internal document kept with company records.
Related contract templates
Templates are a starting point, not legal advice, and using one does not create a lawyer-client relationship. Contract law differs between countries and states, so check the finished document against local law.