LLC Operating Agreement — What It Is, What It Covers, and Where to Get One (2026)

Required?

No

Who can serve

N/A — operating agreements are internal LLC documents; no registered agent is involved

Can I serve myself?

Yes

Commercial RA cost

~$0/yr

Operating agreements are internal documents and are not filed publicly. Some states (California, New York) have statutes requiring them to exist, but they are not part of the public record.

1. Determine if your state mandates an operating agreement Required by statute: California (Corp. Code § 17701.10), New York (LLC Law § 417, within 90 days of formation), Maine (31 M.R.S. § 1522), Missouri (Mo. Rev. Stat. § 347.081), and Delaware (6 Del. C. § 18-101 — de facto required for all DE LLCs in practice). If you're in any of these states, an operating agreement is not optional. If you're in any other state, it is strongly recommended — state default rules often conflict with what members actually intend.
2. Choose single-member or multi-member template Single-member LLC operating agreements are simpler: they establish the separation between you and the business, specify dissolution procedures, and confirm you're the sole owner. Multi-member LLC operating agreements are more complex: they must address capital contributions, voting rights, profit/loss allocation, manager authority, transfer restrictions, and what happens when a member wants to exit or dies. Use the correct template for your structure — a single-member template is insufficient for multi-member LLCs.
3. Select a template source or attorney Free options: Northwest's state-specific template (included with $39 formation), your state's SOS website template. Paid templates (~$99): ZenBusiness and LegalZoom offer state-specific paid templates with customization guidance — worth it if you want structured prompts and state-specific language without attorney fees. Attorney-drafted ($300–$1,500): recommended for multi-member LLCs with complex capital structures, buyout provisions, or unequal voting rights. Don't use a generic online template without verifying it includes provisions required by your state.
4. Draft required clauses for your LLC type Single-member LLC minimum: member name and contact, LLC name and state of formation, ownership percentage (100%), profit/loss allocation, capital contribution amount, management authority (typically member-managed), and dissolution procedure. Multi-member LLC additions: capital contributions per member, voting rights and decision thresholds, profit/loss distribution percentages, manager authority (if manager-managed), restrictions on transferring membership interests, buyout provisions (right of first refusal, valuation method), and what happens on a member's death, divorce, or bankruptcy.
5. Execute the operating agreement All members must sign the operating agreement — electronic signatures are valid in most states under the UETA and E-SIGN Act. The signed operating agreement does not get filed with the state (except in Missouri on SOS request). Keep the original in your LLC's records, and provide a copy to each member. Date the agreement on or near your LLC's formation date; for existing LLCs, use today's date and reference the original formation date.
6. Store it with your LLC's permanent records and update it when membership changes The operating agreement is a living document. Amend it whenever: a new member joins, a member exits, capital contributions change, management structure changes, or the LLC's purpose changes materially. An outdated operating agreement — especially one that still lists departed members or reflects incorrect ownership percentages — can create liability exposure and complicate banking, taxation, and potential future sales. Build an annual review into your LLC's maintenance calendar.

California Corp. Code § 17701.10 (required); New York LLC Law § 417 (required, 90-day deadline); Maine 31 M.R.S. § 1522 (required); Missouri Mo. Rev. Stat. § 347.081 (required); Delaware 6 Del. C. § 18-101 et seq. (de facto required). All other states: governed by individual state LLC acts; default rules apply absent a written operating agreement.

Direct filing portal: https://www.irs.gov/businesses/small-businesses-self-employed/limited-liability-company-llc

Formation context

Who should form in Federal?

Recommended for

Every LLC in California, New York, Maine, Missouri, and Delaware (legally required); Every multi-member LLC regardless of state; Single-member LLCs opening a business bank account (most banks require one); Any LLC where the owner wants clear documentation of the liability separation between personal and business assets

Tax treatment (default)

The operating agreement does not change your LLC's federal tax classification — it governs internal governance, not IRS treatment. Tax elections (S-corp via Form 2553, C-corp via Form 8832) are filed separately.

If your LLC is foreign-qualified in a mandatory state (CA, NY, ME, MO), you should have an operating agreement that complies with that state's requirements — even if your formation state does not mandate one.

No publication requirement in Federal — unlike New York or Nebraska, you do not need to publish notice in a newspaper after filing.

FAQ

Common Federal LLC formation questions

Still deciding between an LLC, sole proprietorship, S-Corp, or C-Corp? Our entity-type comparison breaks down formation cost, tax treatment, liability shield, and compliance complexity for all four structures side by side.

Already operating as a sole proprietor, or wondering whether a cheap county DBA filing ($10–$100) is enough instead of forming an LLC? A DBA lets you operate under a trade name — but provides zero liability protection. Our DBA vs LLC comparison breaks down exactly when a DBA is sufficient and when you need a state LLC filing.

Your Articles of Organization are filed — now make your LLC operational. Three actions every new LLC owner needs to take: