LLC Operating Agreement Guides for All 50 States
A well-drafted operating agreement defines how your LLC is managed, how profits are distributed, and what happens if a member leaves. Find what to include for your state below.
What an operating agreement covers
- Member ownership percentages
- Voting rights and decision-making
- Profit and loss distribution
- Manager vs. member-managed structure
- Procedures for adding or removing members
- What happens if the LLC dissolves
Not sure which management structure to write in? See member-managed vs manager-managed LLCs.
Guides published for all 50 states.
Single-member vs. multi-member operating agreements
Single-member LLC
- Sole owner, no partner disputes
- Simpler structure with fewer provisions
- Records that the LLC's property is separate from yours
- Required by some banks to open a business account
Multi-member LLC
- Defines each member's ownership percentage
- Covers voting thresholds for major decisions
- Sets buyout procedures if a member exits
- Addresses deadlock resolution between members
Operating Agreement FAQs
- It depends on the state. Some states' LLC laws call for one, and the rules differ on whether it has to be in writing. We have not confirmed the rule for every state, so check with the agency that registers LLCs in your state. Whatever your state says, every LLC should have one. Without an operating agreement, your state's default LLC statutes govern how your business runs, and those defaults often don't match how you actually intend to operate.
- If your LLC has no operating agreement, your state's default LLC rules apply. These rules vary by state and are written for a generic LLC, not yours. Without an operating agreement, members have no written terms to settle a disagreement.
- Yes, you can draft your own LLC operating agreement without an attorney. For a single-member LLC with straightforward ownership, a template can be a starting point. The essential provisions to include are: member names and ownership percentages, capital contributions, how profits and losses are distributed, whether the LLC is member-managed or manager-managed, voting thresholds for major decisions, procedures for admitting new members or handling a member's departure, and what happens if the LLC dissolves. Multi-member LLCs with complex ownership structures, different classes of membership, or outside investors benefit from attorney review to catch provisions that could create disputes later.
- An operating agreement is an internal document that the members keep with the company's records. We have not found a state that asks you to file it or notarize it, but we have not confirmed the rule for every state, so check with the agency that registers LLCs in your state. Have every member sign and date it, and update it when ownership or management changes.
- A single-member LLC operating agreement primarily establishes the separation between you as an individual and your LLC as a business entity. It documents that you made a capital contribution, that the LLC's assets are distinct from your personal assets, and outlines how you'll manage the business. A multi-member operating agreement addresses everything a single-member agreement does, plus the interpersonal mechanics between owners: each member's ownership percentage and initial contribution, voting rights and what threshold is needed for different types of decisions, how profits and losses are allocated and when distributions are made, what happens if a member wants to sell their interest or leaves the LLC, and buyout valuation methods and procedures.
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.