Is an operating agreement required for an Ohio LLC?

This page has not confirmed whether Ohio law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what Ohio requires, check the website of the state agency that registers LLCs in Ohio, or ask a business attorney licensed in Ohio.

Can I write my own Ohio LLC operating agreement?

Yes, you can write your own Ohio LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in Ohio's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in Ohio, and consider having a business attorney licensed in Ohio review your draft before the members sign it.

Does an Ohio LLC operating agreement need to be notarized?

This page has not confirmed whether Ohio law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.

What happens if my Ohio LLC doesn't have an operating agreement?

Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in Ohio's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Ohio before you draft the agreement.

Can an Ohio LLC operating agreement be amended?

Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Ohio's LLC law can apply, so check them, or ask an Ohio business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Articles of Organization on file with the state, Ohio uses a separate filing, the Certificate of Amendment.

Ohio LLC Operating Agreement: What to Include

What to put in an operating agreement for your Ohio LLC, and how single-member and multi-member agreements differ.

By Edmond Hui · Last updated: October 2026

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Key sections of an Ohio LLC operating agreement, listing the 7 provisions the document should cover. — What an Ohio operating agreement should contain, section by section. Source: Ohio Secretary of State.

What to Include in Your Operating Agreement

Ownership & membership

Define each member's ownership percentage and capital contributions. This section establishes who owns what portion of your Ohio LLC and prevents future disputes.

Management structure

Specify whether your LLC is member-managed or manager-managed. This determines who has authority to make decisions and bind the company.

Voting rights

Outline how decisions are made and what voting power each member has. Include requirements for major decisions like admitting new members or changing business direction.

Profit/loss allocation

Detail how profits and losses are distributed among members for tax purposes. This doesn't have to match ownership percentages but must be clearly documented.

Member duties

Define each member's responsibilities, time commitments, and any restrictions on competing businesses. Clear expectations prevent conflicts and protect your Ohio LLC.

Dissolution process

Establish procedures for winding up the LLC if members decide to close it. Include asset distribution methods and member exit procedures to avoid legal complications.

Amendment procedures

Set rules for how the operating agreement can be changed in the future. Specify voting requirements and documentation needed to modify the agreement.

Read this guide for another state:

Frequently Asked Questions

: This page has not confirmed whether Ohio law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what Ohio requires, check the website of the state agency that registers LLCs in Ohio, or ask a business attorney licensed in Ohio.
: Yes, you can write your own Ohio LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in Ohio's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in Ohio, and consider having a business attorney licensed in Ohio review your draft before the members sign it.
: This page has not confirmed whether Ohio law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.
: Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in Ohio's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Ohio before you draft the agreement.
: Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Ohio's LLC law can apply, so check them, or ask an Ohio business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Articles of Organization on file with the state, Ohio uses a separate filing, the Certificate of Amendment.

Sources

4 documents

Each entry below is a document recorded in our verified Ohio sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so. Where we hold the citation but no stable public link, the citation is printed on its own rather than pointed at a guessed address.

Ohio statute: Ohio Revised Code Chapter 1706 (LLC law)
Ohio statute: Chapter 1706 of the Ohio Revised Code (LLC law)
codes.ohio.gov/ohio-revised-code/section-1706.29Ohio statute: Ohio Revised Code 1706.29 (distributions shared equally by default)
ohiosos.gov/businesses/Ohio Secretary of State: business entity filings

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Edmond Hui · Founder, MyStateLLC

Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.

How we check facts

What to Include in Your Operating Agreement

Ownership & membership

Management structure

Voting rights

Profit/loss allocation

Member duties

Dissolution process

Amendment procedures

Frequently Asked Questions

Sources

More for Ohio LLCs

Start and set up

Taxes, money and growth

Stay compliant

Operate in other states

Compare structures

By owner type

By profession

Ready to Form Your Ohio LLC?

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