An LLC operating agreement is a legal document that outlines how your LLC will be run, including ownership structure, management responsibilities, and operating procedures. While not always legally required, it's one of the most important documents for protecting your business and personal assets.
These five states legally require LLCs to have an operating agreement:
Even in states where it's not legally required, an operating agreement is essential for:
A comprehensive operating agreement should include these key sections:
Below are free downloadable templates for all 50 states. Each template is customized for that state's specific requirements and legal standards.
State | Required? | Special Requirements | Download |
|---|---|---|---|
| California | Yes | Must be in writing | |
| Texas | No | Recommended for liability protection | |
| Florida | No | Strongly recommended | |
| New York | Yes | Publication requirement | |
| Delaware | Yes | Must be maintained with company records | |
| All Other States | No | Strongly recommended |
The type of LLC you have determines which template you should use:
For LLCs with only one owner. This template is simpler and focuses on protecting your personal liability and defining your business operations.
For LLCs with multiple owners. This template includes detailed provisions for ownership percentages, voting rights, profit distribution, and dispute resolution.
While our templates provide a solid foundation, you'll need to customize them for your specific business situation:
Many business owners make these costly mistakes when creating their operating agreements:
Every business is unique—your operating agreement should reflect your specific situation and goals
Plan for growth, member changes, and business challenges before they happen
Use specific language and define all terms to avoid interpretation disputes
Unsigned agreements may not be legally binding or enforceable
Review and update your operating agreement as your business grows and changes
For maximum protection and customization, consider these professional options:
Have an experienced business attorney draft a customized operating agreement tailored to your specific business needs and state requirements.
Services like LegalZoom and Rocket Lawyer offer operating agreement templates with some customization options and attorney review.
Get a professionally drafted operating agreement that meets your state's requirements and protects your business interests.
While only 5 states legally require operating agreements for all LLCs, single-member LLCs should still have one to protect their limited liability status and provide clarity for banking and contracting purposes.
Yes, you can amend your operating agreement as your business evolves. Most agreements include provisions for amendments, typically requiring majority or unanimous member approval.
In most states, you don't need to file your operating agreement with the Secretary of State. However, you should keep it with your business records and provide copies to banks, investors, or other parties who request it.
Without an operating agreement, your LLC will be governed by your state's default LLC laws, which may not align with your business needs or goals. This can lead to disputes, unclear decision-making processes, and weakened liability protection.
Don't risk your business with generic templates. Form your business completely free and add a professionally drafted operating agreement ($49-99) that meets your state's requirements and provides comprehensive protection.
Understand the tax implications of different business structures and operating agreement requirements.
Learn about registered agent requirements and how they relate to your operating agreement.