The Operating Agreement, state by state.
The Operating Agreement is the document that says how your LLC actually runs: who the members are, how votes are counted, who receives what share of profit, and what happens when somebody leaves. Most states do not require one. All of them have default rules that apply when you have not written your own. Pick your state to see which set you would inherit.
Four things that change with your state.
An LLC without an Operating Agreement is not ungoverned. It is governed by whatever its state wrote for companies that never wrote their own, which is a different thing from what the members would have chosen.
Whether your state demands one
Most states leave it entirely to you. A few require an LLC to have one, and even among those the form differs: one will accept an agreement that was only ever spoken, another wants it adopted in writing within a set period after formation. None of that is visible from the formation filing itself.
What applies when there is none
Every state carries default provisions for LLCs that never wrote an agreement: how votes are weighted, how profit is allocated, what happens when a member wants out. They exist to fill a gap rather than to match your deal, and they are what a court reads when members fall out.
Member-managed or manager-managed
The agreement is where you set whether the members run the company themselves or appoint a manager to do it, and what each of them can sign for. Getting that wrong tends to surface the first time somebody outside the company asks who actually has authority to commit it.
Single-member LLCs need one too
A one-member LLC still needs an agreement, and in some states more than in others, because charging-order protection for single-member entities is weaker in certain jurisdictions. The written record of how the company is governed and kept separate matters more there, not less, precisely because the statute gives less.
Every LLC has an operating agreement. Only some of them wrote it.
Pick your state.
Each state page covers whether an Operating Agreement is required in that jurisdiction and in what form, which default rules apply when there is none, how charging-order protection is treated locally, and whether that state recognizes series structures.
A clean handoff, in four steps.
You answer questions about the members and the deal between them. We draft the agreement around those answers, in the language your state expects, and you review and sign it.
Tell us about the members
Who is in the company, what each contributed, and what each expects to receive. That is the raw material for every other clause, and it is where most of the thinking actually happens.
Pick the management structure
Member-managed or manager-managed, who can bind the company to a contract, and which decisions need more than one signature on them before they count as properly made.
Set the rules that matter
Voting thresholds, how profit is allocated and distributed, and the transfer and exit provisions covering what happens when a member wants to sell, leave, or dies unexpectedly.
Review and sign
We send the draft, adjust anything that does not reflect the deal, and you sign. It stays with the company records rather than going to the state, because no register wants it.
It is one document. It settles every argument you have not had yet.
The rest of Form a business.
Every one of these is built the same way: a national explainer above its state pages. They are the filings that sit closest to this one.
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Form a corporation, state by state
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Forming a nonprofit, state by state
All 51 states → HubForm an LLC
Form an LLC, state by state
All 51 states → HubHolding company
The holding company, state by state
All 51 states → HubHow to form a corporation
How to form a corporation, state by state
All 51 states → HubLLC Asset Protection
LLC asset protection, state by state
All 51 states →The full index lives on Form a business.
The questions people ask before they sign.
Is an Operating Agreement legally required?
In most states, no. A few do require one, and the form they will accept is not uniform: at least one recognizes an agreement that was only ever agreed out loud, while another expects a written one adopted within a set window after formation. Requirement is the wrong question to organise around, though. Every LLC is governed by something, and the only choice is whether that something is yours.
Do I file it with the state?
No. It is an internal document, not a public filing, and no register asks to hold it. It is kept with the company records and produced when somebody needs to see how the company is governed: a member in a dispute, a professional adviser, anyone examining the entity closely. Some states say explicitly that they expect you to keep it with your records.
Does a single-member LLC need one?
Yes, and arguably more than a multi-member one does. There is nobody else to remember what was agreed, so the agreement is the record that the company exists as something separate from you. Where a state gives single-member entities weaker charging-order protection, that written separation matters more, not less. It also settles what happens to the company if something happens to you.
What happens if we never write one?
Your state's default provisions apply, in full, whether or not they suit the arrangement the members actually have. They decide how votes are weighted, how profit is split and what happens when somebody wants out. They were drafted for anonymous companies rather than for yours, which is why they rarely match, and by the time anyone reads them properly there is usually a dispute in progress.
What does the agreement actually cover?
Who the members are and what each contributed. How decisions are made, and which ones need more than a simple majority. Whether the members manage the company or a manager does, and what each can sign for. How profit is allocated and when it is distributed. What happens when a member wants to transfer an interest, exit or dies. And how the company would be wound up.
When should it be updated?
Whenever the reality it describes changes. A new member joins or an existing one leaves. The profit split moves. The company switches from member-managed to manager-managed. Somebody transfers part of their interest. An agreement that describes the company as it was three years ago is worse than useless in a dispute, because it is the document everybody will be arguing from.
Keep going, in order.
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Open the index → IndexAll 51 state guides
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