LLC operating agreement template
A multi-member, member-managed LLC operating agreement that puts ownership, voting, profit sharing and exit rules in writing. Free to download, with no sign-up and no email address.
Contract templates › LLC operating agreement template
What is an LLC operating agreement?
An LLC operating agreement is the contract among the members of a limited liability company that sets how the company is owned and run. It records each member’s contribution and percentage interest, how decisions are made, how profits are shared, and what happens when a member wants to leave or sell. Without one, the default rules of the state where the LLC was formed apply, and those rules may not match what the members intended.
When to use this template, and when not
Use it when
- Your LLC has two or more members.
- The members run the business themselves (member-managed), voting in proportion to their percentage interests.
- Profits, losses and distributions are shared in proportion to percentage interests.
Use something else when
- The LLC has a single member. This template is written for several members.
- The LLC will be run by appointed managers (manager-managed).
- Members want profit shares or voting rights that differ from their ownership percentages. That needs custom drafting.
What is in this operating agreement
| Section | What it does |
|---|---|
| 1. Formation | Records that the LLC is organized under state law and continues until dissolved. |
| 2. Principal Office and Registered Agent | Names the office and registered agent; members may change them. |
| 3. Purpose | States the business the company will carry on. |
| 4. Members and Capital Contributions | Members contribute capital and hold percentage interests as listed in Schedule A. |
| 5. Additional Contributions | No member must contribute more without unanimous written consent. |
| 6. Allocations of Profits and Losses | Allocated in proportion to percentage interests. |
| 7. Distributions | Decided by majority vote and paid in proportion to percentage interests. |
| 8. Management by Members | Members manage the company. Major decisions, such as admitting members, selling the business or dissolving, need unanimous consent. |
| 9. Banking | Company funds are kept separate from personal funds; a blank names who may sign on the accounts. |
| 10. Books, Records and Tax Matters | Record keeping, inspection rights, fiscal year and the partnership representative. |
| 11. Regulatory Filings; Beneficial Ownership Information | The company makes required filings. Members supply the information needed and report changes within 30 days. |
| 12. Transfers of Membership Interests | No transfer without the other members’ written consent; right of first refusal with a 30-day acceptance period. |
| 13. Withdrawal; New Members | 90 days’ notice to withdraw; new members admitted by unanimous consent. |
| 14. Dissolution and Winding Up | What triggers dissolution and the order in which assets are distributed. |
| 15. Limitation of Liability; Indemnification | Members are not personally liable for company debts; the company indemnifies them except for fraud, willful misconduct or knowing violation of law. |
| 16. Confidentiality | Members keep non-public company information confidential, including after they leave. |
| 17. Governing Law | Blank for the state whose law applies and the courts that hear disputes. |
| 18. General Provisions | Entire agreement, amendments, severability, notices, counterparts and electronic signatures. |
| Schedule A | Table of members, capital contributions and percentage interests, totalling 100%. |
How to fill it in
- Enter the effective date, company name, state of organization and the date the articles of organization were filed.
- Add the principal office address and the registered agent’s name and address.
- Describe the company’s business in section 3.
- Complete Schedule A: each member’s name and address, capital contribution and percentage interest. The percentages must total 100%.
- Set the debt threshold in section 8(a) above which borrowing needs unanimous consent.
- Name the bank signatories, the fiscal year end and the partnership representative.
- Enter the governing state and courts in section 17, then add a signature block for every member.
How to e-sign your operating agreement
- Save the completed agreement as a PDF.
- Upload it to QuickSigner and add each member’s email.
- Place a signature field for every member and send. Each member signs from a secure link on any device, without an account.
Section 18(e) of the template confirms that electronic signatures have the same legal effect as handwritten ones. The free plan covers 5 documents a month with up to 3 signers each. The free plan adds signature fields only, so type names, titles and dates into the document before you save it.
LLC operating agreement FAQs
Is an operating agreement required by law?
It depends on the state. New York, for example, requires the members to adopt a written operating agreement before, at, or within 90 days after filing the articles of organization (N.Y. LLC Law § 417). Where no agreement is required, having one still matters, because otherwise the state’s default rules decide how the company is run.
Can I use this template for a single-member LLC?
Not as written. It is drafted for two or more members who manage the company together, with voting, consent and transfer rules that assume several owners.
Do I file the operating agreement with the state?
Generally no. The document filed with the state to create an LLC is the articles of organization. The operating agreement is an internal document that the company keeps with its records. Check your state’s rules to confirm.
Does my LLC have to file a beneficial ownership report?
Not if it was created in the United States. FinCEN’s interim final rule published on March 26, 2025 exempted companies created in the United States from federal beneficial ownership information reporting, and FinCEN’s final rule, effective August 14, 2026, keeps U.S. companies exempt; the requirement now covers only entities formed under foreign law that register to do business in the US. Section 11 of this template is written in general terms, so it keeps working if the rules change. See fincen.gov/boi for the current position.
Can members sign the operating agreement electronically?
Yes. Electronic signatures on business agreements are legally recognized in the United States under the ESIGN Act and UETA, and section 18(e) of this template says so expressly.
Related templates
Last updated Jul 14, 2026. This template is provided by QuickSigner for general information only and is not legal advice. LLC law varies significantly by state. Have this document reviewed by a qualified attorney before use.
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