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Free LLC Operating Agreement Generator

Last updated: 2026-03-31

Generate a customized LLC operating agreement for your business. Add members, set ownership percentages, choose management structure, and configure profit distribution and dissolution terms. Print or save as PDF. 100% free, no signup.

Company Information

Members

Ownership total: 100% — Total capital: $0.00

Management & Terms

Optional Clauses

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Operating Agreement

of

[Company Name], LLC

This Operating Agreement ("Agreement") of [Company Name], LLC(the "Company"), a limited liability company organized under the laws of the State of Delaware, is entered into and effective as of April 1, 2026, by and among the Members identified herein.

1. Formation

The Company was formed by filing Articles of Organization with the State of Delaware. The Company shall be governed by this Agreement, and to the extent not inconsistent herewith, the Delaware Limited Liability Company Act.

2. Purpose

The purpose of the Company is to engage in any and all lawful business activities.

3. Members and Capital Contributions

The Members of the Company, their ownership interests, and initial capital contributions are as follows:

Member NameTitleOwnership %Capital Contribution
[Name]Member100%$0.00

4. Management

The Company shall be member-managed. All Members shall have equal rights in the management and conduct of the Company's business. Any decision requiring a vote shall be decided by a majority of the membership interests unless otherwise specified in this Agreement.

5. Profits, Losses, and Distributions

Profits and losses shall be allocated to the Members in proportion to their respective ownership percentages. Distributions shall be made at such times and in such amounts as determined by a majority vote of the Members, distributed in proportion to ownership percentages.

6. Tax and Fiscal Matters

The fiscal year of the Company shall end on December 31 of each year. The Company shall be treated as a disregarded entity for federal income tax purposes, unless the Members elect otherwise. The Member shall be responsible for their own income tax obligations arising from Company activities.

7. Transfer Restrictions

No Member may sell, assign, transfer, pledge, or otherwise dispose of any part of their membership interest without the prior written consent of a majority of the remaining Members. Any attempted transfer in violation of this section shall be void.

8. Buyout Provisions

Upon the death, disability, bankruptcy, or withdrawal of a Member, the remaining Members shall have the option (but not the obligation) to purchase the departing Member's interest at its fair market value, to be determined by an independent appraiser mutually agreed upon. Payment may be made in a lump sum or in equal installments over a period not to exceed 24 months.

9. Dissolution

The Company shall be dissolved upon: (a) a majorityvote of the Members; (b) the occurrence of any event that makes it unlawful to continue the Company's business; or (c) as otherwise required by law. Upon dissolution, the Company's assets shall be liquidated and distributed in the following order: (1) payment of debts and liabilities; (2) establishment of reserves for contingent liabilities; (3) return of capital contributions; (4) distribution of remaining assets to Members in proportion to their ownership percentages.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

11. Miscellaneous

This Agreement constitutes the entire agreement among the Members and supersedes all prior agreements and understandings. This Agreement may only be amended by a written instrument signed by a majority of the Members. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

IN WITNESS WHEREOF, the Members have executed this Operating Agreement as of the date first written above.

 

[Member Name]

Member, 100% Owner

Date: _______________

Generated by SmallBizHandbook.com — This template is provided for informational purposes only and does not constitute legal advice. Consult an attorney before using.

When Do You Need an LLC Operating Agreement?

Every LLC should have an operating agreement, regardless of whether your state requires one. Without an operating agreement, your LLC defaults to your state's LLC Act, which may not reflect how you want to run your business. Key situations where an operating agreement is essential:

  • Opening a business bank account (most banks require one)
  • Multi-member LLCs to define roles, profit sharing, and decision-making
  • Protecting your personal liability shield (proves LLC is a separate entity)
  • Applying for business loans or lines of credit
  • Preventing default state rules from governing your business

This generator covers the most common provisions. All data stays in your browser and is never transmitted to any server. Maintained by Ran Chen, an Enrolled Agent and Certified Financial Planner.

Frequently Asked Questions

What is an LLC operating agreement?
An LLC operating agreement is a legal document that defines how your LLC will be managed and operated. It covers member ownership percentages, management structure (member-managed or manager-managed), profit/loss distribution, voting rights, transfer restrictions, and dissolution procedures. It's the foundational governance document for your LLC.
Is an operating agreement required?
Requirements vary by state. New York, California, Missouri, and Maine legally require operating agreements. However, even in states where it's not required, having one is critical — without it, your LLC defaults to your state's LLC Act, which may not align with your preferences. Banks, lenders, and partners typically require one.
Is this operating agreement generator free?
Yes, 100% free with no signup, no email gate, and no premium tiers. All data stays in your browser. You can generate unlimited operating agreements and download as PDF.
What's the difference between member-managed and manager-managed?
In a member-managed LLC, all members participate in daily business decisions and management. In a manager-managed LLC, one or more designated managers handle operations while other members are passive investors. Most small LLCs with active owners choose member-managed. Manager-managed is common for LLCs with outside investors.
Can a single-member LLC use this template?
Yes. Single-member LLCs should absolutely have an operating agreement. It helps maintain the legal separation between you and your LLC (crucial for liability protection), and many banks require one to open a business account. Simply add one member with 100% ownership.
Should I have a lawyer review this?
This template covers standard LLC operating agreement provisions suitable for most small businesses. For complex situations — multiple members with different rights, significant capital, intellectual property transfers, or unusual management structures — have an attorney review the agreement. This is especially important for multi-member LLCs.
What are buyout provisions?
Buyout provisions define what happens when a member leaves the LLC (voluntarily, through death, disability, or bankruptcy). They typically give remaining members the option to purchase the departing member's interest at fair market value, preventing unwanted outsiders from joining the LLC.
Can I amend the operating agreement later?
Yes. Operating agreements can be amended at any time with the required vote (majority, supermajority, or unanimous — as specified in your agreement). Amendments should be in writing and signed by all required members. Keep all amendments with the original agreement.

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