Is an operating agreement required for Vermont LLCs?

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

Can I write my own Vermont LLC operating agreement?

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

Does a Vermont LLC operating agreement need to be notarized?

This page has not confirmed whether Vermont 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 Vermont 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 Vermont's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Vermont before you draft the agreement.

Can I amend my Vermont 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 Vermont's LLC law can apply, so check them, or ask a Vermont 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, Vermont uses a separate filing, the Articles of Amendment.

Vermont LLC Operating Agreement: What to Include

Protect your Vermont LLC with a comprehensive operating agreement. Learn state requirements and get the essential provisions you need.

By Edmond Hui · Last updated: October 2026

Affiliate disclosure: We may earn a commission at no extra cost to you.

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Key sections of a Vermont LLC operating agreement, listing the 7 provisions the document should cover. — What a Vermont operating agreement should contain, section by section. Source: Vermont 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 Vermont LLC and their initial investments.

Management structure

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

Voting rights

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

Profit/loss allocation

Detail how profits and losses are distributed among members. This affects tax reporting and ensures everyone understands their share of financial outcomes.

Member duties

Define each member's responsibilities and obligations to the LLC. Include expectations for time commitment, non-compete clauses, and confidentiality requirements.

Dissolution process

Establish procedures for dissolving the LLC if needed. This protects all members by providing a clear roadmap for winding down business operations fairly.

Amendment procedures

Set rules for modifying the operating agreement in the future. This ensures changes can be made when needed while protecting all members' interests.

Read this guide for another state:

Frequently Asked Questions

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

Sources

2 documents

Each entry below is a document recorded in our verified Vermont 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.

Vermont statute: 11 V.S.A. chapter 25 (LLC Act)
sos.vermont.gov/business-services/business-filings/domestic-formation/llcVermont 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 Vermont 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 Vermont LLC?

More Vermont LLC Guides

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