An LLC operating agreement sets out how a limited liability company is owned and run — each member's capital contribution and percentage interest, whether the company is manager-managed or member-managed, how profits and losses are split, and the limited-liability language that keeps members' personal assets separate from the company's debts. Download the ready-to-fill template below, or read the field-by-field checklist first, including what varies by the state or country where the LLC is formed.
A complete, ready-to-fill PDF — 14 clauses, blanks for every detail, and a signature block for both parties. Free, no email, no account. Read it and adapt it before you use it; the cover page explains what it can and cannot do for you.
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This document is a general-purpose template provided for information only. It is not legal advice, it does not create a lawyer–client relationship, and nobody has reviewed it against your situation.
Laws differ by country, state and province, and they change. A clause that is standard in one place can be unenforceable — or illegal — in another. Terms that are ordinary between two businesses can be void in a consumer or employment context.
Read every clause before you use it, fill in every blank, and delete anything that does not apply. For anything high-value, unusual, or that you could not afford to lose a dispute over, have a qualified lawyer in your jurisdiction review it before it is signed.
This kind of document is regulated differently almost everywhere. Many places require specific notices, disclosures or statutory wording, and some make clauses like these unenforceable outright. Treat this template as a starting point to take to a local lawyer, not as a document to sign as-is.
Company name, state of formation and formation filing
The LLC's legal name exactly as filed, the state or country where it was organized, and the date and office where the articles of organization (or certificate of formation) were filed.
Members, capital contributions and percentage interests
Each member's full legal name, address, what they contributed to start the company, and the percentage membership interest that contribution bought them.
Manager-managed or member-managed election
Whether every member takes part in running the company, or the members hand day-to-day management to one or more designated managers — see below for why this is the choice that matters most.
Voting thresholds for major decisions
What percentage of members must approve admitting a new member, selling substantially all assets, taking on significant debt, or dissolving the company.
Allocation of profits and losses
How the company's profits and losses are split among members for tax purposes — typically in proportion to percentage interests, but the members can agree otherwise in writing.
Distributions and tax treatment
When and how cash gets paid out to members, and how the LLC intends to be taxed — as a pass-through entity or, less commonly, as a corporation.
Admission, withdrawal and transfer of membership interests
The approval a new member needs to join, what happens when a member leaves, and any right of first refusal before a member sells their interest to an outsider.
Limited-liability preservation language
The explicit statement that members aren't personally liable for the LLC's debts, plus the formalities that keep that protection intact — the reason most people form an LLC in the first place.
An LLC doesn't exist until it's formed under the law of a specific state or country — typically by filing articles of organization or a certificate of formation with that jurisdiction's company registry and paying its filing fee. That filing is what creates the separate legal entity an operating agreement then governs; without it, there's no LLC for the agreement to attach to.
Whether an operating agreement is legally required, and what happens if you don't have one, are also set locally. A handful of US states require a written operating agreement; most don't, but an LLC formed without one is still governed by that state's default LLC statute — generic rules about management, profit splits and dissolution that apply automatically and may not match what the members actually intend. Other requirements vary too: some states require an LLC's name to include a specific designator (like “LLC” or “L.L.C.”), some require publishing a notice of formation in a local newspaper, and annual filing and franchise-tax obligations differ widely from one state to the next.
The rules for piercing the corporate veil — the circumstances under which a court will disregard the LLC's separateness and hold a member personally liable — are also a matter of state or country law, not something this template can override. This template covers the ground common to LLC operating agreements everywhere: capital contributions, the management election, allocations, distributions and limited-liability language. Confirm your state or country's specific formation and operating-agreement requirements with its company registry, or a local attorney, before relying on this template alone.
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Not legal advice — LLC formation and operating-agreement requirements vary by state or country; confirm yours with your local company registry or an attorney before relying on this template alone.