有限责任公司运营协议
根据您所在州 LLC 法的单成员或多成员运营协议：所有权、管理、资本、分配、转让和解散。
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请选择一个州以加载正确的法定规则。
比较全部 50 州的有限责任公司运营协议规则
关键法定数字并排对比。点击列标题排序，或输入州名查找——每个州名都会打开该州专属的生成器。
| 阿拉巴马州 | Certificate of Formation | $200.00 | $50.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
|---|---|---|---|---|
| 阿拉斯加州 | Articles of Organization | $250.00 | $100.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 亚利桑那州 | Articles of Organization | $50.00 | Not required | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 阿肯色州 | Certificate of Organization | $45.00 | $150.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 加利福尼亚州 | Articles of Organization | $70.00 | $20.00 | Yes (may be oral; written is far safer) |
| 科罗拉多州 | Articles of Organization | $50.00 | $25.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 康涅狄格州 | Certificate of Organization | $120.00 | $80.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 特拉华州 | Certificate of Formation | $110.00 | Not required | Yes (may be oral; written is far safer) |
| 华盛顿特区 | Articles of Organization | $99.00 | $300.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 佛罗里达州 | Articles of Organization | $125.00 | $138.75 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 佐治亚州 | Articles of Organization | $100.00 | $50.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 夏威夷州 | Articles of Organization | $50.00 | $15.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 爱达荷州 | Certificate of Organization | $100.00 | $0.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 伊利诺伊州 | Articles of Organization | $150.00 | $75.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 印第安纳州 | Articles of Organization | $95.00 | $31.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 艾奥瓦州 | Certificate of Organization | $50.00 | $30.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 堪萨斯州 | Articles of Organization | $160.00 | $50.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 肯塔基州 | Articles of Organization | $40.00 | $15.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 路易斯安那州 | Articles of Organization | $100.00 | $35.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 缅因州 | Certificate of Formation | $175.00 | $85.00 | Yes (may be oral; written is far safer) |
| 马里兰州 | Articles of Organization | $100.00 | $300.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 马萨诸塞州 | Certificate of Organization | $500.00 | $500.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 密歇根州 | Articles of Organization | $50.00 | $25.00 | Not required by statute, but strongly recommended |
| 明尼苏达州 | Articles of Organization | $155.00 | $0.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 密西西比州 | Certificate of Formation | $50.00 | $0.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 密苏里州 | Articles of Organization | $50.00 | Not required | Yes (may be oral; written is far safer) |
| 蒙大拿州 | Articles of Organization | $35.00 | $20.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 内布拉斯加州 | Certificate of Organization | $100.00 | $10.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 内华达州 | Articles of Organization | $425.00 | $350.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 新罕布什尔州 | Certificate of Formation | $100.00 | $100.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 新泽西州 | Certificate of Formation | $125.00 | $75.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 新墨西哥州 | Articles of Organization | $50.00 | Not required | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 纽约州 | Articles of Organization | $200.00 | $9.00 | Yes |
| 北卡罗来纳州 | Articles of Organization | $125.00 | $200.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 北达科他州 | Articles of Organization | $135.00 | $50.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 俄亥俄州 | Articles of Organization | $99.00 | Not required | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 俄克拉何马州 | Articles of Organization | $100.00 | $25.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 俄勒冈州 | Articles of Organization | $100.00 | $100.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 宾夕法尼亚州 | Certificate of Organization | $125.00 | $7.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 罗得岛州 | Articles of Organization | $150.00 | $50.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 南卡罗来纳州 | Articles of Organization | $110.00 | Not required | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 南达科他州 | Articles of Organization | $150.00 | $50.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 田纳西州 | Articles of Organization | $300.00 | $300.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 得克萨斯州 | Certificate of Formation | $300.00 | $0.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 犹他州 | Certificate of Organization | $59.00 | $18.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 佛蒙特州 | Articles of Organization | $125.00 | $35.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 弗吉尼亚州 | Articles of Organization | $100.00 | $50.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 华盛顿州 | Certificate of Formation | $200.00 | $70.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 西弗吉尼亚州 | Articles of Organization | $100.00 | $25.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 威斯康星州 | Articles of Organization | $130.00 | $25.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
| 怀俄明州 | Articles of Organization | $100.00 | $60.00 | Not required by statute, but strongly recommended (may be oral; written is far safer) |
没有匹配的州——请尝试两字母州代码。
表中数值为简写；完整规则及其来源请打开该州页面。
本文件涵盖的内容
- 设立、名称、目的与注册代理人
- 税务分类（默认、S 型公司、C 型公司）
- 成员、出资与权益百分比
- 资本账户与追加出资
- 分摊、分配与税务分配
- 成员或经理管理；投票与重大决策
- 职责、其他活动与僵局（50/50）
- 责任与补偿
- 转让、优先购买权与买断事件
- 退出、解散、附表 A 与配偶同意
如何在美国使用有限责任公司运营协议
LLC 成立后、开设银行账户前尽快签署协议。用实际出资和百分比填写附表 A——它们决定利润、投票权和买断。多成员 LLC 应趁大家关系融洽时现在就约定买断公式；两位 50/50 成员会自动获得僵局条款。
如果选择 S 型公司身份，所有分配必须严格按比例——一次不成比例的分配就可能终止该选择。
每年以及在成员加入、退出、结婚或税务选择变更时进行审查。与Certificate of Formation、EIN 信函和年度报告收据一起保存。
其他名称
- LLC 运营协议
- operating agreement 中文
- 单成员 LLC 运营协议
- 多成员运营协议
- LLC 协议
- 公司协议
- 有限责任公司协议
- LLC 章程
相关文件
各州空白有限责任公司运营协议表格
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