Is an LLC operating agreement required in South Carolina?

This page has not confirmed whether South Carolina 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 South Carolina requires, check the website of the state agency that registers LLCs in South Carolina, or ask a business attorney licensed in South Carolina.

Can I write my own South Carolina LLC operating agreement?

Yes, you can write your own South Carolina 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 South Carolina'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 South Carolina, and consider having a business attorney licensed in South Carolina review your draft before the members sign it.

Does a South Carolina LLC operating agreement need to be notarized?

This page has not confirmed whether South Carolina 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.

Can I amend my South Carolina LLC operating agreement after it's created?

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 South Carolina's LLC law can apply, so check them, or ask a South Carolina 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, South Carolina uses a separate filing, the Articles of Amendment.

South Carolina LLC Operating Agreement: What to Include

Protect your LLC with a comprehensive operating agreement. Learn South Carolina requirements and get essential provisions for your business.

By Edmond Hui · Last updated: October 2026

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

State Requirements

Special Rules

Where the agreement is silent, the default rules in South Carolina's LLC law can apply. However, having a written agreement is strongly recommended to override state defaults and establish clear business procedures.

What to Include in Your Operating Agreement

Ownership & membership

Define each member's ownership percentage, capital contributions, and membership interests. This section establishes who owns what portion of the LLC and prevents future ownership disputes.

Management structure

Specify whether your LLC will be member-managed or manager-managed. This determines who has authority to make business decisions and bind the company in contracts.

Voting rights

Outline voting procedures, quorum requirements, and what decisions require member approval. South Carolina default rules may not align with your business needs, so custom voting provisions are essential.

Profit/loss allocation

Detail how profits and losses will be distributed among members, including timing and methods of distribution. Where the agreement is silent, the default rules in South Carolina's LLC law can apply.

Member duties

Establish each member's responsibilities, time commitments, and fiduciary duties to the LLC. This section helps prevent conflicts by setting clear expectations for member involvement and obligations.

Dissolution process

Define events that trigger LLC dissolution and the process for winding up business affairs. South Carolina has specific dissolution requirements, so your agreement should complement state law procedures.

Amendment procedures

Specify how the operating agreement can be modified, including required member approval and documentation. This ensures changes to your agreement follow proper procedures and maintain legal validity.

Read this guide for another state:

Frequently Asked Questions

: This page has not confirmed whether South Carolina 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 South Carolina requires, check the website of the state agency that registers LLCs in South Carolina, or ask a business attorney licensed in South Carolina.
: Yes, you can write your own South Carolina 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 South Carolina'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 South Carolina, and consider having a business attorney licensed in South Carolina review your draft before the members sign it.
: This page has not confirmed whether South Carolina 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 South Carolina's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in South Carolina 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 South Carolina's LLC law can apply, so check them, or ask a South Carolina 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, South Carolina uses a separate filing, the Articles of Amendment.

Sources

5 documents

Each entry below is a document recorded in our verified South Carolina 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.

South Carolina Uniform Limited Liability Company Act of 1996, S.C. Code Title 33, Chapter 44
South Carolina statute: South Carolina Code § 33-44-101 (LLC Act)
South Carolina statute: South Carolina Code of Laws Title 33, Chapter 44 (SC LLC Act)
South Carolina statute: South Carolina Code of Laws Title 33 (business entities)
sos.sc.gov/online-filings/business-entitiesSouth Carolina 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

State Requirements

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 South Carolina 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 South Carolina LLC?

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