Ohio LLC Operating Agreement (2026)

Single-member or multi-member operating agreement under your state's LLC act: ownership, management, capital, distributions, transfers and dissolution.

Updated September 2026≈ 9 minReviewed against Ohio Rev. Code ch. 1706 · Ohio Rev. Code §§ 1706.01 · Ohio Rev. Code §§ 1706.18/1706.19

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What you'll get

Sample first page of the LLC Operating Agreement. Your answers fill in the blanks; the clauses required in Ohio are added automatically.

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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

Ohio rules that this document follows

LLC statute	Ohio Revised Limited Liability Company Act (2022)Source: Ohio Rev. Code ch. 1706
Formation document / filing office	Articles of Organization — Ohio Secretary of State
Operating agreement required?	Not required by statute, but strongly recommended (may be oral; written is far safer)Source: Ohio Rev. Code §§ 1706.01(P), 1706.08 (oral, implied, in a record, or any combination)
Formation fee	$99.00
Annual report	Not requiredSource: Ohio Rev. Code ch. 1706 (no periodic report requirement)
State LLC / franchise tax	Commercial activity tax on Ohio gross receipts > $6 million (2025+) (Ohio Rev. Code ch. 5751)
Duty-of-loyalty waiver	May be limited only if not manifestly unreasonable; competing activities require disclosureSource: Ohio Rev. Code §§ 1706.18/1706.19 (majority by interest), 1706.29 (distributions per contributions), 1706.342 (charging order exclusive; no foreclosure)
Charging order exclusive remedy (SMLLC)	unclearSource: Ohio Rev. Code §§ 1706.18/1706.19 (majority by interest), 1706.29 (distributions per contributions), 1706.342 (charging order exclusive; no foreclosure)

Rules current as of 2026-10-27. Statutes change; verify before relying on them.

How to use this LLC Operating Agreement in Ohio

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 Articles of Organization, EIN letter and annual report receipts.

Frequently asked questions

Is an operating agreement required in Ohio?

Not by statute (Ohio Rev. Code §§ 1706.01(P), 1706.08 (oral, implied, in a record, or any combination)). Banks, investors and courts expect a written agreement, and a single-member LLC without one is easier to pierce.

What are the ongoing state fees for an LLC in Ohio?

No annual report. Commercial activity tax on Ohio gross receipts > $6 million (2025+) (Ohio Rev. Code ch. 5751).

Does the operating agreement get filed with the state?

No. It is an internal document. Keep the signed original with the Company records; banks and the IRS may ask for a copy.

Why does it ask whether a member is married?

Ohio is not a community-property state, so the question only drives the optional spousal-consent language; it is still wise to have spouses acknowledge the buy-out terms.

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

Other states

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.