LLC Operating Agreement Generator (US)

About the LLC Operating Agreement Generator (US)

An operating agreement is the contract among an LLC’s owners about how the company is run: who owns what, who decides, how profits are divided, what happens when someone wants out, and how disputes and the end of the company are handled. Without one, the default rules of your state’s LLC act decide — and they rarely fit a real business.

Enter the company, its members and their contributions, and choose how it is managed. The agreement builds itself for one member (with a succession clause so the business can keep running if you die or become incapacitated) or for two or more, with major decisions, a right of first refusal, buy-sell terms for death, disability, bankruptcy or divorce, a deadlock procedure, dissolution, indemnification, the tax treatment the members choose and Schedule A listing every member’s contribution and percentage. The checks flag what your state requires — such as New York’s 90-day rule for a written agreement. The free preview shows every page with your details and the first part of the wording; a Premium pass unlocks the full agreement to download, copy or print.

Common uses

• Founders of a new LLC putting their ownership, roles and exit terms in writing.
• A single-member LLC owner keeping the company separate from personal affairs and planning for succession.
• An LLC formed in New York meeting the requirement to adopt a written agreement.
• Members adding a buy-sell agreement and deadlock procedure to an LLC that never had one.

Is an operating agreement required?

In some states, yes. New York requires the members to adopt a written operating agreement before, at or within 90 days after filing the articles of organization; it can take effect at formation or later, never before (N.Y. LLC Law § 417). In Delaware an LLC agreement may be written, oral or implied, binds the members even if they do not sign it, and the law gives maximum effect to freedom of contract (6 Del. C. § 18-101, § 18-1101). Everywhere, the state’s LLC act fills the gaps: in Delaware, for example, members vote in proportion to their interests in profits and decide by more than 50% (§ 18-402), profits and distributions follow the agreed value of contributions (§§ 18-503, 18-504), and a member may not resign before dissolution (§ 18-603). A written agreement replaces defaults like these with what you actually agreed.

What the agreement covers

• Members and capital: contributions in cash, property or services at agreed values, capital accounts, whether anyone must put in more, member loans.
• Money: profits and losses in proportion to the Percentage Interests, distributions, optional tax distributions, and the rule that no distribution may leave the company insolvent.
• Management: by the members or by managers, with a list of major decisions that need a bigger vote, meetings and written consent, other business activities.
• Transfers: no transfer without consent, a right of first refusal, estate-planning trusts; a transferee who is not admitted gets only the economic rights, as Delaware’s default also provides (§ 18-702).
• Buy-sell: when a member dies, becomes disabled, goes bankrupt or loses part of the interest in a divorce, the company and then the others may buy it at an appraised fair market value, paid in cash or over time.
• Deadlock, dissolution and protection: negotiation, mediation and a buy-sell offer or arbitration; dissolution and the order of payment on winding up; exculpation and indemnification of members and managers.

Taxes

By default the IRS taxes an LLC with two or more members as a partnership and disregards a single-member LLC as separate from its owner (for income tax; it is still separate for employment and some excise taxes); an LLC can elect to be taxed as a corporation with Form 8832 or as an S corporation with Form 2553 (IRS: limited liability company, About Form 2553). A multi-member LLC taxed as a partnership must name a partnership representative for IRS audits (26 U.S.C. § 6223). The agreement allocates everything in proportion to the Percentage Interests; special allocations, profits interests or preferred returns need a tax professional.

Married members

In the nine community property states — Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington and Wisconsin (IRS Publication 555) — a spouse may have an interest in a member’s share. The optional Consent of Spouse has each spouse agree to the transfer restrictions and buy-sell terms, so a divorce or death does not hand a stranger a vote.

Limitations

• A generic template, not legal or tax advice. Complex tax arrangements — special allocations, profits interests, preferred returns, series LLCs — and regulated businesses need a professional.
• State rules differ: the checks cover New York’s 90-day rule and Delaware’s defaults; for other states, check the LLC act for anything the agreement must contain.
• The agreement does not form the LLC: file the articles of organization or certificate of formation with your state first.
• The PDF is A4-sized; print with “fit to page” on US Letter paper, or download the DOCX and change the page size.

Privacy

Everything happens in your browser. Names, addresses and ownership figures are not uploaded or stored by MySmartCoPilot. If you tick Keep a draft in this browser, the form is saved in this browser’s local storage until you untick it.