SINGLE-MEMBER LLC OPERATING AGREEMENT

Notice
This template is general information from BusinessEntityLookup.org. It is not legal or tax advice, and it is not written for any one state. Rules differ by state and by business. Read it, change it to fit your company, and ask a lawyer to check it before you rely on it.
Replace every item in [square brackets]. Delete any clause that does not fit. Sign and date the last page and keep the signed copy with your company records.

1. The company
This Operating Agreement is made on [date] by [Member name], the sole member (the Member), for [Company name] (the Company), a limited liability company formed in [State].
The Company was formed when its articles of organization (or certificate of formation) were accepted by the state on [formation date]. The Company's name, as it appears in that filing, is [exact legal name].
The Company's principal office is at [address]. The Member may move it by written notice in the company records.

2. Purpose
The Company exists to carry on [describe the business] and any other lawful activity the Member chooses.

3. Registered agent
The Company's registered agent and registered office in [State] are [agent name] at [address]. The Member may change them by filing the form the state requires.

4. The Member and capital
The Member owns all of the ownership interest in the Company.
The Member has contributed [amount or description] to the Company. The Member may add money or property later, but is not required to. Added contributions are recorded in the company books.

5. Management
The Company is managed by the Member. The Member may make every decision for the Company, sign contracts in its name, open accounts, hire and pay people and borrow money.
The Member may appoint a manager or officers in writing and may remove them in writing. Anyone appointed acts only within the authority the Member gives.

6. Money and distributions
The Member may take distributions of money or property when the Member decides, as long as the Company can still pay its debts when they fall due.
The Company keeps its own bank account. The Member keeps company money and personal money apart and does not pay personal costs from the company account except as a recorded distribution or loan.

7. Taxes
The Member intends the Company to be treated as [a disregarded entity / an S corporation / a C corporation] for federal income tax, unless the Member makes a different election in writing.
The Company's tax year is [calendar year].

8. Records
The Company keeps these records at its principal office or in a secure online folder: the filed formation documents, this agreement, tax returns, bank statements, the EIN confirmation, annual reports and a log of major decisions.

9. Limited liability and indemnity
The Member is not personally responsible for the Company's debts or obligations only because the Member owns it or manages it.
The Company will cover the Member's reasonable costs from claims that arise from acting for the Company in good faith, to the extent the law allows and the Company has the money.

10. Transfer of the interest
The Member may transfer all or part of the ownership interest at any time. A buyer or recipient becomes a member only after signing a written amendment to this agreement.

11. Death or incapacity
The Member names [successor name] to take over management if the Member dies or cannot act. If no one is named, the Member's estate or legal representative may continue the Company or wind it up, as the law of [State] allows.

12. Ending the Company
The Company ends when the Member decides in writing, or when the law requires it. The Company then pays its debts, distributes what is left to the Member and files the end-of-company papers the state requires.

13. General terms
The law of [State] governs this agreement. Changes must be in writing and signed by the Member. If a court finds one clause unenforceable, the rest stays in force. This is the whole agreement about the Company's management.

Signature
Member: ______________________   Name: [Member name]   Date: ____________
Company: [Company name]   By: ______________________   Title: Member