Is an LLC operating agreement required by law in the US?

Most states do not legally require an LLC to have an operating agreement, but several do — including California, New York, Missouri, Maine, and Delaware. Even where not required, having one is strongly recommended to govern member relationships and override default state LLC rules.

What is the difference between member-managed and manager-managed LLCs?

In a member-managed LLC, all members participate in day-to-day operations and decisions. In a manager-managed LLC, members appoint one or more managers (who may or may not be members) to run the business. Manager-managed structures suit passive investors who don't want to be involved in operations.

Can a single-member LLC have an operating agreement?

Yes. A single-member LLC should still have an operating agreement, even though there are no other members. It reinforces the separation between personal and business assets (critical for liability protection), establishes ownership structure, and is often required by banks when opening a business account.

Free LLC Operating Agreement Generator

LLC Details

Company Information

LLC Name *

Include "LLC" or "Limited Liability Company" as required by your state

State of Formation *

Principal Office Address

Effective Date

Management Structure

Management Type

Members & Ownership

Tip: Ownership percentages must add up to 100%. For a single-member LLC, enter one member at 100%.

Capital & Distributions

Initial Capital Contributions

Describe cash or assets each member contributes at formation

Distribution Schedule

Voting & Decisions

Voting Threshold for Major Decisions

Voting Basis

Transfers & Dissolution

Membership Interest Transfers

Dissolution Trigger

Additional Clauses

What is an LLC Operating Agreement?

An LLC operating agreement is a legal document that governs the internal operations of a Limited Liability Company. While most states do not require you to file the operating agreement with the state, it is a critical document for every LLC — it defines ownership percentages, management roles, how profits and losses are allocated, voting procedures, and what happens when a member wants to leave or the company needs to dissolve.

Without a signed operating agreement, your LLC is subject to the default rules of your state's LLC statute — which may not reflect what you and your co-members actually agreed to. For example, many states default to equal profit sharing regardless of ownership percentage, and some require unanimous consent for every decision unless otherwise stated in an operating agreement.

Member-Managed vs. Manager-Managed

In a member-managed LLC, all members have the authority to act on behalf of the company and bind it contractually. This is the most common structure for small LLCs where all owners are active in the business. In a manager-managed LLC, day-to-day authority is delegated to one or more designated managers, who may or may not be members. This structure is common for LLCs with passive investors or where operational roles are clearly separated from ownership.

State-Specific Considerations

Delaware is the most popular state for LLC formation due to its flexible LLC Act, the Court of Chancery for business disputes, and strong charging order protections. Nevada and Wyoming offer strong asset protection and no state income tax. California imposes an $800/year minimum franchise tax on all LLCs doing business in the state, regardless of where the LLC was formed — if your business operates in California, you will likely need to register as a foreign LLC there too. Note: California and New York now require LLCs to have a written operating agreement.

Important Disclaimers

This generator produces a general-purpose operating agreement template. It is not a substitute for advice from a licensed business attorney. LLC laws vary significantly by state and are updated regularly. For high-stakes multi-member LLCs, real estate LLCs, or any LLC with complex ownership arrangements, we recommend having a lawyer review the final agreement before all members sign.

What This LLC Operating Agreement Generator Creates

This tool generates an LLC Operating Agreement — the foundational governance document for a US Limited Liability Company. While most states do not legally require an Operating Agreement, every LLC should have one. Without it, your LLC is governed by your state's default LLC statutes, which may not reflect how you actually want the company to operate and can create disputes between members.

Your generated Operating Agreement will include: LLC name, state of formation, registered agent details, member names and ownership percentages (membership interests), capital contributions, profit and loss allocation, distribution policy, management structure (member-managed or manager-managed), voting rights and decision thresholds, transfer restrictions on membership interests, procedures for admitting new members, buy-sell provisions, dissolution and winding-up procedures, and governing state law.

Why it matters for liability protection: Courts in some states have pierced the corporate veil of LLCs that operated without an Operating Agreement, treating members as personally liable. Maintaining a signed Operating Agreement — along with separate bank accounts and proper record-keeping — is a key factor in preserving your LLC's liability shield.

Delaware, Wyoming, and Nevada LLCs should ensure state-specific provisions match their formation documents. Generated entirely in your browser — nothing is sent to our servers.