The LLC operating agreement, state by state.
It is the one document your state does not chase you for, and the one that decides the arguments. Who owns what. How profits are split. What happens when a member leaves. One state requires it in writing, several recognize an agreement nobody ever typed, and every state has default rules waiting to fill the silence. Pick your state to see which set applies.
Four things that change with your state.
Every LLC runs on the same document, and no two states treat it identically. The name changes, the formality changes, and what the law does in the absence of an agreement changes most of all.
What your state calls it
Most states call it an operating agreement. One calls it the company agreement. Another calls it the LLC agreement. The name is cosmetic, but it decides which section of the statute you should be reading and which template is the right one to start from.
Written, oral or implied
Several states recognize an agreement that was never written down: spoken, or implied by how the members have behaved for years. That means you may already have one you have never read. One state closes that door and requires the agreement in writing.
What the statute does instead
With no agreement, the state's default LLC rules run the company: how profits are split, how members vote, what happens when one of them wants out. Those defaults are not identical from state to state, and they rarely match what the founders assumed.
Protection for a single owner
Some states make the charging order a creditor's only remedy against a member's interest, single-member LLCs included. Others give a single-member LLC less room than that. Which camp your state sits in changes what the drafting has to do.
One document, fifty-one sets of defaults behind it. Read yours before a court reads it for you.
Pick your state.
Each state page covers what that state calls the agreement, whether the law requires one and in what form, what the default statute does when the agreement is silent, and the clauses worth settling while the members still agree with each other.
A clean handoff, in four steps.
You decide how the company is meant to run. We draft the agreement around that, get it signed by everyone who has to sign it, and keep it with the rest of the entity's documents.
Pick your state
The statute that fills every gap is the one in the state where the LLC was formed. That is the page to read, and it decides which defaults you are drafting against.
Write down the deal
Ownership percentages, contributions, how profits are split, who votes on what, how a member exits and what happens to their interest. The clauses that matter are the ones nobody wants to discuss.
Get every member signed
An agreement binds the people who signed it. Every member signs, the version is dated, and the company works from that copy rather than from anyone's memory of the conversation.
Keep it with the record
The agreement is not filed with the state, which is exactly why it goes missing. It sits with the formation documents and gets amended when the membership or the deal changes.
Nobody reads the agreement while everyone is friendly. That is the only time it is easy to write.
The rest of Secretary of State directory.
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.
Secretary of State
The Secretary of State, state by state
All 51 states → HubSecretary of State annual report
The annual report, state by state
All 51 states → HubArticles of Amendment
Articles of amendment, state by state
All 51 states → HubBusiness license
Business license requirements, state by state
All 51 states → HubSecretary of State business search
Secretary of State business search, state by state
All 51 states → HubSecretary of State Certificate of Good Standing
Certificate of Good Standing, state by state
All 51 states → HubEntity conversion
Entity conversion, state by state
All 51 states → HubSecretary of State DBA
Secretary of State DBA, state by state
All 51 states →The full index lives on Secretary of State directory.
The questions members ask before they sign.
Does my state require an operating agreement?
In most states, no, and the document is still the one that decides ownership, distributions and exits. One state requires a written agreement. Several treat an oral or implied agreement as the real one, which means the absence of paper is not the absence of an agreement. Your state page says which of those is true where your LLC was formed.
Does a single-member LLC need one?
The document does more work for a single member than most owners expect. It records that the company is separate from the person who owns it, sets out how the interest passes on, and documents the structure a creditor would have to argue with. Some states protect a single-member LLC more tightly than others, and the agreement is where that structure gets written down.
Do I file the operating agreement with the state?
No. It is an internal contract between the members and the company, not a public filing, and no Secretary of State keeps a copy. That is the reason so many LLCs cannot find theirs: nothing external ever reminds them it exists. Keep it with the formation documents and treat it as the record of what the members actually agreed.
What happens if we never write one?
The state's default LLC statute answers every question you did not: voting, profit splits, admission of new members, what a departing member is owed. Those defaults were written for the average company, and the average company is not yours. In states that recognize oral and implied agreements, a court may also reconstruct one after the fact from how the members behaved.
Can we change the agreement later?
Yes. It is a contract among the members, so the members can amend it, and most agreements set out the procedure for doing that. Where the agreement is silent on amendment, the state's default rules apply. Membership changes, new contributions and new roles are the usual triggers, and the amendment belongs with the original rather than in an email thread.
What should the agreement actually decide?
Ownership percentages and what each member put in. How profits and losses are allocated. Who votes, and on what. Whether an interest can be transferred, and to whom. What happens when a member dies, leaves or wants to be bought out. Those are the five fights, and they are far easier to settle while everyone is still friendly.
Keep going, in order.
Secretary of State directory
Every hub in secretary of state directory, in one place.
Open the index → IndexAll 51 state guides
Every filing a business does, organised by jurisdiction.
Open the index → ServiceCompliance calendar
Every deadline that touches your entity, watched.
Track deadlines → ServiceTalk to a specialist
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