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LLC Operating Agreement Customizer

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Step 1 of 10 LLC Basics
Step 1 of 10

What is the full legal name of your LLC?

Enter the name exactly as it will appear — or will be filed — with the state. Include the designator (LLC, L.L.C., Limited Liability Company).

Template customizer — not a legal document creator
Please enter your LLC name.
Step 2 of 10

In which state is your LLC formed?

The Operating Agreement should reference the state where your LLC is organized. This affects which state's LLC statutes govern the agreement.

Please select a state.
Step 3 of 10

Is this a single-member or multi-member LLC?

Single-member LLCs have one owner. Multi-member LLCs have two or more. The structure affects default tax treatment and the agreement's content.

Please select one option.
Step 4 of 10

Who are the members, and what is each member's ownership percentage?

Enter each member's legal name and their ownership percentage. Percentages must total 100%.

Please enter at least one member name and a valid percentage total of 100%.
Step 5 of 10

How will the LLC be managed?

This determines who has authority to bind the company in contracts and make day-to-day decisions.

Please select one option.
Step 6 of 10

How will profits and losses be distributed?

Select the distribution rule that fits your arrangement.

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Step 7 of 10

What voting threshold is required for major decisions?

"Major decisions" typically include admitting new members, selling company assets, taking on significant debt, or amending this agreement.

Please select one option.
Step 8 of 10

What restrictions apply to transferring membership interests?

Transfer restrictions prevent ownership from passing to unwanted third parties without the other members' consent.

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Step 9 of 10

What events should trigger dissolution of the LLC?

Select all conditions under which the LLC may be wound up and dissolved.

Please select one option.
Step 10 of 10

What is the effective date of this Operating Agreement?

This is the date the agreement takes effect — typically the date all members sign, or the date of formation.

Please select an effective date.

Operating Agreement

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OPERATING AGREEMENT

A Limited Liability Company

THIS OPERATING AGREEMENT ("Agreement") is entered into as of , by and among the Member(s) identified below (individually, a "Member," and collectively, the "Members") of (the "Company"), a limited liability company organized under the laws of the State of .

Article I — Formation

1.1 Name. The Company shall operate under the name , or such other name as the Member(s) may unanimously agree upon from time to time.

1.2 State of Organization. The Company is organized as a limited liability company under and pursuant to the laws of the State of .

1.3 Registered Agent. The Company shall maintain a registered agent and registered office in as required by applicable law. The registered agent may be changed from time to time by filing the appropriate documentation with the Secretary of State.

1.4 Principal Place of Business. The principal place of business shall be at such location as the Member(s) may designate from time to time.

1.5 Term. The Company shall continue in existence until dissolved in accordance with the provisions of this Agreement or as required by applicable law.

Article II — Membership

2.1 Members and Interests. The initial Members and their respective ownership interests are as follows:

2.2 Nature of Interests. Membership interests represent the Member's economic rights and governance rights in the Company as set forth herein. No Member shall have any interest in specific Company property.

2.3 Additional Members. New Members may be admitted only upon of the existing Members, evidenced by a written amendment to this Agreement signed by all existing Members and the new Member.

Article III — Management

3.2 Authority. shall have authority to bind the Company in contracts and to open, maintain, and close bank accounts on behalf of the Company, subject to any limitations set forth in this Agreement.

3.3 Major Decisions. Notwithstanding any other provision, the following actions require approval: (i) amendment of this Agreement; (ii) admission of new Members; (iii) sale of all or substantially all of the Company's assets outside the ordinary course of business; (iv) merger, consolidation, or reorganization of the Company; (v) incurrence of indebtedness in excess of an amount to be set by the Members; and (vi) dissolution of the Company.

Article IV — Capital Contributions and Distributions

4.1 Initial Capital Contributions. Each Member's initial capital contribution shall be as agreed by the Members and recorded in the Company's records. No Member is required to make additional capital contributions unless unanimously agreed in writing.

4.3 Limitations on Distributions. No distribution shall be made if, after giving effect to the distribution, the Company would be unable to pay its debts as they become due in the ordinary course of business, or if the distribution would be contrary to applicable law.

Article V — Transfer of Interests

5.2 Permitted Transfers. Notwithstanding the foregoing, a Member may transfer their interest to a revocable living trust for estate planning purposes, provided the Member retains control of such trust, without obtaining consent.

Your agreement continues for 6 more sections

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Common Questions

Operating Agreement FAQ

Does every LLC need an Operating Agreement? +
Most states do not legally require a written Operating Agreement, but having one is strongly recommended. It establishes the rules that govern your LLC, is designed to support your limited liability status, and may help reduce the likelihood of costly disputes between members. Banks and lenders often require one before opening a business account or approving a loan.
Is this template valid in my state? +
This is a general-purpose template and a starting point — it is not a substitute for legal advice. State LLC laws vary in important ways. For any LLC with complex ownership, outside investors, real estate, or significant assets, we recommend consulting a licensed attorney in your state before signing.
What is the difference between member-managed and manager-managed? +
In a member-managed LLC, all members have authority to participate in daily operations and bind the company in contracts. In a manager-managed LLC, members appoint one or more designated managers — who may or may not be members themselves — to handle day-to-day operations. Manager-managed structures are common when some members are passive investors who do not want operational liability exposure.
Do I need to file the Operating Agreement with the state? +
In most states, the Operating Agreement is an internal document and is not filed with the Secretary of State. Wyoming, for example, does not require filing. Keep the signed original in your company records book. Some states — notably California — do require LLCs to have a written Operating Agreement, but do not require it to be filed publicly.
What does an attorney-reviewed Operating Agreement include? +
An attorney-reviewed agreement is tailored to your state's current LLC statutes, reviewed for legal enforceability, and often addresses edge cases a general template may miss — such as buy-sell provisions, IP ownership assignments, non-compete clauses, and capital call procedures. Our attorney partner service includes review, state-specific adjustments, and one round of revisions.
Can I use this template if I already have a registered agent? +
Yes. The Operating Agreement is separate from the registered agent relationship. If you need a registered agent for Wyoming or another state, we provide that service starting at $99 per year — and your Operating Agreement is an internal governance document that references, but does not replace, your registered agent on file with the state.