Get a professionally drafted operating agreement tailored to your LLC and state requirements
An operating agreement is a legal document that outlines how your LLC will be structured, managed, and operated. It defines the rights and responsibilities of members, profit and loss distribution, management structure, and procedures for major business decisions.
Protects your LLC's limited liability status and prevents disputes between members.
Establishes clear rules for operations, decision-making, and member relations.
State | Requirement | Penalty for Non-Compliance |
|---|---|---|
| California | Multi-member LLCs only | Potential dissolution |
| Delaware | All LLCs (can be oral) | Default state rules apply |
| Maine | Multi-member LLCs only | State default provisions |
| Missouri | Multi-member LLCs only | State default provisions |
| New York | Multi-member LLCs only | State default provisions |
Even if your state doesn't require an operating agreement, having one provides significant benefits:
Courts may treat LLCs without operating agreements as general partnerships
Clear rules prevent conflicts about management and profits
State default rules may not fit your business needs
Banks and investors expect professional documentation
Member-Managed: Major decisions are voted on by all members according to their ownership percentage.
Manager-Managed:One manager makes all decisions regardless of ownership percentage
Even single-member LLCs benefit from operating agreements to establish business formality and protect limited liability status.
Multi-member LLCs require more detailed agreements to prevent disputes and establish clear governance structures.
• Required for multi-member LLCs
• Must address member withdrawal procedures
• Consider franchise tax implications for distributions
• Not required but highly recommended
• Consider series LLC provisions if applicable
• Address franchise tax allocation for multi-member LLCs
• Required for all LLCs (can be oral but written recommended)
• Strong LLC statute allows maximum flexibility
• Consider Delaware Court of Chancery precedents
• Not required but recommended
• Consider asset protection provisions
• Address hurricane/disaster contingency procedures
Professional agreements are tailored to your specific business needs and state laws
Review and update when adding members, changing ownership, or modifying operations
Multi-member LLCs need clear procedures for member departures and transfers
Some states have mandatory provisions or restrictions on operating agreements
All members should sign and date the operating agreement
Your operating agreement isn't a "set it and forget it" document. Update it when:
Membership changes require updated ownership percentages and voting rights
Converting from member-managed to manager-managed (or vice versa)
Changes to allocation methods or distribution schedules
New business activities may require updated purpose clauses
Updates to LLC statutes may require agreement modifications
Get a professionally drafted operating agreement tailored to your LLC and state requirements. Includes comprehensive legal protection and compliance with state laws.
Understand the key differences before getting your professional operating agreement.
California requires operating agreements for multi-member LLCs.