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LLC Operating Agreement

For one or more people forming an LLC, whether it's a solo venture or a shared business with multiple members.

Drafted by a Harvard Law entertainment attorney.

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Feature	Custom Contract	Editable Template
Best for	Most users	Editing everything yourself
How it works	Answer guided questions	Fill highlighted fields yourself
Word and PDF	Yes	Yes
E-signature	Yes	No
Time required	About 2 to 5 minutes	Depends on your edits
Price	$50	$50

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Is this the right contract for your business?

Use this agreement to set the rules for running an LLC, whether it has one owner or several. It covers ownership, money, decisions, and what happens when an owner leaves or the company closes. It does not form the LLC with the state.

Good fit for

Business founders forming an LLC
Company members and owners
Partners starting a venture together
Single-owner companies setting their own rules
Family or group businesses

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What's Inside This Contract

Formation, purpose, and term

Sets the company name, principal office, business purpose, and duration.

Tax arrangements

Records the intended tax treatment and who handles filings. Any required tax election must be filed separately.

Members and ownership

Lists the members, ownership interests, and transfer restrictions.

Management and voting

Sets who manages the company and what decisions need approval.

Money in and money out

Records what owners contribute, how profits and losses are divided, and payments to owners.

Banking, indemnification, and member changes

Covers bank accounts, indemnifying members, and any buy-sell or removal terms.

Closing the company

Explains how to wind down the business and divide what remains after debts are paid.

Disputes and general provisions

Covers standard terms such as notices, how disputes are handled, and signatures.

Not sure what a section means? Every contract you create includes a built-in "Explain Sections" view with a plain-English note for each part of the document.

Before you start

It helps to have these details on hand before you create your contract:

The company name and state
The members and their ownership percentages
The money or property each owner contributes
How profits and losses are split
Who runs the business and how owners vote
The tax classification
Rules for transferring ownership or removing a member
How the company can be closed

Points Worth Negotiating

Ownership: agree on each owner's percentage and what they contribute in money, property, or other agreed value.
Money: decide how profits and losses are divided and when money may be paid to owners.
Decisions: specify who runs the business and which decisions need other owners' approval.
Leaving: agree how an owner's share is valued and who may buy it if they leave or sell.
Closing the company: set out how debts are paid and remaining assets divided.

Frequently Asked Questions

What is an LLC operating agreement?

An LLC operating agreement is the agreement among the members of a limited liability company. It sets out ownership, money, management, voting, and what happens if a member joins or leaves.

Who should sign it?

Every member of the company signs. Each signature confirms the ownership splits, the management and voting rules, and the terms for member changes.

Do I need one if I am the only owner?

Yes. A single-member company uses one to record how the business is run and to keep company matters separate from personal ones.

How are profits usually divided?

Profits are divided in line with ownership percentages, but members can agree to a different split. The agreement records how profits and losses are shared.

What should I have ready before creating it?

Have the company name and state, the members and their ownership percentages, capital contributions, the profit split, the management and voting rules, the tax classification, and transfer and dissolution terms.

What happens if a member wants to leave?

A dedicated section covers buyout terms, how a share is valued, and whether other members can approve or block a transfer.

Should I choose the custom contract or the editable template?

Choose the custom contract to answer a few questions and have it filled in for you. Choose the editable template if you prefer a blank version with labeled fields to complete yourself.

What are common warning signs in an LLC operating agreement?

These are common issues to watch for in any LLC operating agreement:

No clear ownership percentages
Vague management or voting rules
No process for a member leaving
No restrictions on transferring ownership
No plan for resolving disputes

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