LLC Operating Agreement
Single-member or multi-member operating agreement under your state's LLC act: ownership, management, capital, distributions, transfers and dissolution.
View largerWhat you'll get
Sample first page of the LLC Operating Agreement. Your answers fill in the blanks; the clauses required in your state are added automatically.
- Word
Choose your state
Select a state to load the correct statutory rules.
- Alabama
- Alaska
- Arizona
- Arkansas
- California
- Colorado
- Connecticut
- Delaware
- District of Columbia
- Florida
- Georgia
- Hawaii
- Idaho
- Illinois
- Indiana
- Iowa
- Kansas
- Kentucky
- Louisiana
- Maine
- Maryland
- Massachusetts
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- Mississippi
- Missouri
- Montana
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- Nevada
- New Hampshire
- New Jersey
- New Mexico
- New York
- North Carolina
- North Dakota
- Ohio
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- Oregon
- Pennsylvania
- Rhode Island
- South Carolina
- South Dakota
- Tennessee
- Texas
- Utah
- Vermont
- Virginia
- Washington
- West Virginia
- Wisconsin
- Wyoming
Compare LLC Operating Agreement rules in all 50 states
Key statutory numbers side by side. Click a column header to sort, or type to find your state — each state name opens the state-specific generator.
| Alabama | Certificate of Formation | $200.00 | $50.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
|---|---|---|---|---|
| Alaska | Articles of Organization | $250.00 | $100.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Arizona | Articles of Organization | $50.00 | Not required | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Arkansas | Certificate of Organization | $45.00 | $150.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| California | Articles of Organization | $70.00 | $20.00 | Yes (may be oral; written is far safer) |
| Colorado | Articles of Organization | $50.00 | $25.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Connecticut | Certificate of Organization | $120.00 | $80.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Delaware | Certificate of Formation | $110.00 | Not required | Yes (may be oral; written is far safer) |
| District of Columbia | Articles of Organization | $99.00 | $300.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Florida | Articles of Organization | $125.00 | $138.75 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Georgia | Articles of Organization | $100.00 | $50.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Hawaii | Articles of Organization | $50.00 | $15.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Idaho | Certificate of Organization | $100.00 | $0.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Illinois | Articles of Organization | $150.00 | $75.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Indiana | Articles of Organization | $95.00 | $31.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Iowa | Certificate of Organization | $50.00 | $30.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Kansas | Articles of Organization | $160.00 | $50.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Kentucky | Articles of Organization | $40.00 | $15.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Louisiana | Articles of Organization | $100.00 | $35.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Maine | Certificate of Formation | $175.00 | $85.00 | Yes (may be oral; written is far safer) |
| Maryland | Articles of Organization | $100.00 | $300.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Massachusetts | Certificate of Organization | $500.00 | $500.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Michigan | Articles of Organization | $50.00 | $25.00 | Not required by statute, but strongly recommended |
| Minnesota | Articles of Organization | $155.00 | $0.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Mississippi | Certificate of Formation | $50.00 | $0.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Missouri | Articles of Organization | $50.00 | Not required | Yes (may be oral; written is far safer) |
| Montana | Articles of Organization | $35.00 | $20.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Nebraska | Certificate of Organization | $100.00 | $10.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Nevada | Articles of Organization | $425.00 | $350.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| New Hampshire | Certificate of Formation | $100.00 | $100.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| New Jersey | Certificate of Formation | $125.00 | $75.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| New Mexico | Articles of Organization | $50.00 | Not required | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| New York | Articles of Organization | $200.00 | $9.00 | Yes |
| North Carolina | Articles of Organization | $125.00 | $200.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| North Dakota | Articles of Organization | $135.00 | $50.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Ohio | Articles of Organization | $99.00 | Not required | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Oklahoma | Articles of Organization | $100.00 | $25.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Oregon | Articles of Organization | $100.00 | $100.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Pennsylvania | Certificate of Organization | $125.00 | $7.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Rhode Island | Articles of Organization | $150.00 | $50.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| South Carolina | Articles of Organization | $110.00 | Not required | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| South Dakota | Articles of Organization | $150.00 | $50.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Tennessee | Articles of Organization | $300.00 | $300.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Texas | Certificate of Formation | $300.00 | $0.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Utah | Certificate of Organization | $59.00 | $18.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Vermont | Articles of Organization | $125.00 | $35.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Virginia | Articles of Organization | $100.00 | $50.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Washington | Certificate of Formation | $200.00 | $70.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| West Virginia | Articles of Organization | $100.00 | $25.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Wisconsin | Articles of Organization | $130.00 | $25.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| Wyoming | Articles of Organization | $100.00 | $60.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
No state matches — try the two-letter code.
Values are shortened; open the state page for the full rule and its citation.
What this document covers
- Formation, name, purpose and registered agent
- Tax classification (default, S corp, C corp)
- Members, contributions and percentage interests
- Capital accounts and additional contributions
- Allocations, distributions and tax distributions
- Member- or manager-managed; voting and major decisions
- Duties, other activities and deadlock (50/50)
- Liability and indemnification
- Transfers, right of first refusal and buy-out events
- Withdrawal, dissolution, Schedule A and spousal consent
How to use this LLC Operating Agreement in US
Sign the agreement as soon as the LLC is formed and before opening the bank account. Fill Schedule A with actual contributions and percentages — they drive profits, votes and buy-outs. Multi-member LLCs should agree on the buy-out formula now, while everyone is friendly; two 50/50 members get an automatic deadlock clause.
If you elect S-corporation status, keep every distribution strictly pro rata — a single disproportionate distribution can terminate the election.
Review annually and whenever a member joins, leaves, marries, or the tax election changes. Keep it with the Certificate of Formation, EIN letter and annual report receipts.
Other names
- single member LLC operating agreement
- multi-member operating agreement
- LLC agreement
- company agreement
- LLC bylaws
- limited liability company agreement
- operating agreement template
- member-managed LLC agreement
Related documents
Blank LLC Operating Agreement forms by state
free, no account · PDF + Word
Choose your state ▾
- Alabama
- Alaska
- Arizona
- Arkansas
- California
- Colorado
- Connecticut
- Delaware
- District of Columbia
- Florida
- Georgia
- Hawaii
- Idaho
- Illinois
- Indiana
- Iowa
- Kansas
- Kentucky
- Louisiana
- Maine
- Maryland
- Massachusetts
- Michigan
- Minnesota
- Mississippi
- Missouri
- Montana
- Nebraska
- Nevada
- New Hampshire
- New Jersey
- New Mexico
- New York
- North Carolina
- North Dakota
- Ohio
- Oklahoma
- Oregon
- Pennsylvania
- Rhode Island
- South Carolina
- South Dakota
- Tennessee
- Texas
- Utah
- Vermont
- Virginia
- Washington
- West Virginia
- Wisconsin
- Wyoming
FormsByState provides self-help document templates and general information, not legal advice. We are not a law firm. For advice about your situation consult a licensed attorney in your state.