Free LLC Operating Agreement Template | ContractMaker.ai

What's inside

Sections, vetted by counsel

01

Formation & Purpose

Identifies the LLC by name and state, states its business purpose, and records the registered agent and principal office address.

02

Members & Capital Contributions

Lists each member's initial capital contribution and ownership percentage (Membership Interest) as documented in Exhibit A.

03

Distributions & Allocations

Sets the timing and method for distributing profits, allocating losses, and handling tax distributions to cover members' estimated tax liabilities.

04

Management Structure

Specifies whether the LLC is member-managed or manager-managed, who has authority for ordinary decisions, and which decisions require full member approval.

05

Membership Interest Transfers

Restricts transfers to protect existing members, establishes a right of first refusal, and requires written consent for admitting new members.

06

Meetings & Voting

Covers annual and special meetings, quorum requirements, how votes are weighted, and the option to act by written consent without a formal meeting.

07

Dissolution

Specifies the events that trigger dissolution and the waterfall for winding up — pay creditors first, then distribute remaining assets to members.

How it works

From prompt to contract in 4 steps

1

Describe your LLC structure

Tell the AI the number of members, ownership percentages, capital contributions, and whether the LLC is member-managed or manager-managed.

2

AI drafts your agreement

ContractMaker generates a complete operating agreement with all standard provisions, including Exhibit A for the membership table.

3

Review and customize

Every AI change appears as a tracked revision so you can approve or adjust voting thresholds, transfer restrictions, and other key terms.

4

Sign and file

All members sign the agreement, then keep it with your LLC records. Some states require a filed operating agreement — check local requirements.

Build My LLC Operating Agreement

About

An LLC operating agreement is a legal document that governs the internal structure of a Limited Liability Company. It records the ownership percentages (membership interests) of each member, how profits and losses are allocated and distributed, the management structure (member-managed vs. manager-managed), voting rights and decision-making procedures, restrictions on transferring membership interests, and the process for admitting new members or dissolving the LLC. Even in states that don’t require it, an operating agreement is considered essential because it establishes rules tailored to your business rather than your state’s generic default rules. It also provides evidence that the LLC is a legitimate separate legal entity, which helps preserve personal liability protection.

FAQ

Frequently asked questions

Is an LLC operating agreement legally required?

Only a few states (California, Delaware, Maine, Missouri, and New York) legally require LLCs to have an operating agreement. Even where not required, having one is essential — without it, your LLC is governed by default state rules that may not match your intentions.

What happens if my LLC has no operating agreement?

Without an operating agreement, your LLC operates under your state's default LLC statute. Default rules often allocate profits equally regardless of capital contributions and can limit your flexibility in management and decision-making.

Can a single-member LLC use this template?

This template is designed for multi-member LLCs. Single-member LLCs can use a simplified operating agreement to reinforce the liability protection of the LLC and document the owner's operating rules.

Can I change the profit split after forming the LLC?

Yes, but changes must be agreed to in writing by all members and documented in an amendment to the operating agreement. Unilateral changes are not valid.

Does an operating agreement need to be filed with the state?

Most states do not require operating agreements to be filed with the Secretary of State. It is an internal document. However, some states require you to attach it to specific filings or provide it upon request.

How is an LLC taxed?

By default, a single-member LLC is taxed as a sole proprietorship and a multi-member LLC as a partnership. LLCs can elect S corporation taxation. The operating agreement should specify the intended tax treatment.