Last updated
An LLC operating agreement is a written set of rules for your company. It names the owners, says who manages the business, and sets how profits, votes, exits and disputes work. You write it for yourselves. This page has a free template you can download and a guide to filling it in.
Which free template should you download?
Both files are original text written by this site. They are plain, generic and not tied to a state. Replace every item in square brackets and delete what does not fit.
| Your LLC | Template | Files |
|---|---|---|
| One owner | Single-member operating agreement | Word, text |
| Two or more owners | Multi-member operating agreement | Word, text |
These templates are general information. They are not legal or tax advice, and no template fits every company.
What goes in an operating agreement?
A useful agreement answers these questions in plain words:
- Who owns the LLC, and how much? Names, contributions and percentage interests.
- Who manages it? The owners together, or named managers.
- What needs a vote? Selling the business, borrowing, adding an owner and changing the agreement.
- How is money shared? Profit, loss and when cash is paid out.
- How does someone leave? Sale of an interest, a buy-out price and what happens at death or disability.
- What happens in a deadlock? A mediator, a buy-sell offer or closing the company.
- How does the company end? Paying debts, sharing what is left and filing the closing papers.
Does the state require one?
It depends on the state, and we do not guess. Each of our state guides states the facts we could confirm on official pages, such as the filing form, fee, required name ending and registered agent rule. Use the guide for your state: pick it in the table below, or read one of the state agreement pages: Texas, Florida, California, Missouri, Michigan, Ohio, Georgia, Delaware, Pennsylvania, North Carolina, Virginia, Colorado.
The agreement must match what you filed. Use the exact legal name, the same registered agent and the same management type that the state approved.
What the agreement does not do
It does not create the LLC. The state does that when it accepts your formation filing. It does not replace tax filings, and it does not get you an EIN. After the state approves the LLC, get an EIN, then sign the agreement and open the bank account.
How do you fill in the template?
- Read the whole template once.
- Fill in the company name, the state and the formation date exactly as the state shows them.
- Choose the tax treatment you plan to use. If you are unsure, ask an accountant. Our Form 2553 guide covers the S corporation election.
- Set the votes and the buy-out terms before you need them.
- Sign, date and store the signed copy with the formation papers.
Operating agreement by state
These states do not have their own agreement page yet. For each one, the table shows the formation facts your agreement has to match, taken from the state's official pages. Open the state LLC guide for the filing steps.
| State | LLC filing fee | Name ending the state requires |
|---|---|---|
| Alabama | $200 | Limited Liability Company, L.L.C., LLC |
| Alaska | $250 | limited liability company, L.L.C., LLC (Ltd. and Co. allowed) |
| Arizona | $50 ($85 expedited) | limited liability company, limited company, L.L.C., LLC, L.C., LC |
| Arkansas | $50 paper, $45 online | See state page |
| Connecticut | $120 | Limited Liability Company, LLC, L.L.C. (Ltd. and Co. allowed) |
| Washington, DC | $99 | limited liability company, limited company, L.L.C., LLC, L.C., LC |
| Hawaii | $50 (plus $1 State Archives fee; expedite $25) | Limited Liability Company, L.L.C., LLC (Ltd. and Co. allowed) |
| Idaho | $100 online; $120 on paper | Limited Liability Company, Limited Company, L.L.C., LLC, L.C., LC |
| Illinois | $150 (Articles of Organization, form LLC-5.5) | Limited Liability Company, LLC, L.L.C. |
| Indiana | $75 online, $100 on paper (statutory fee) | limited liability company, L.L.C., LLC |
| Iowa | $50 | Limited Liability Company, Limited Company, L.L.C., LLC, L.C., LC |
| Kansas | $85 online, $90 on paper | L.L.C., L.C., LLC, LC, Limited Liability Company, Limited Company |
| Kentucky | $40 | See state page |
| Louisiana | $125 | limited liability company, L.L.C., L.C. (L3C for low-profit) |
| Maine | $175 | Limited Liability Company, Limited Company, L.L.C., LLC, L.C., LC |
| Maryland | $100 Articles of Organization | limited liability company, L.L.C., LLC, L.C., LC |
| Massachusetts | $500 | limited liability company, limited company, L.L.C., L.C., LLC, LC |
| Minnesota | $155 online or in person, $135 by mail | limited liability company or LLC; no corporation or incorporated |
| Mississippi | $50 | Limited Liability Company, L.L.C., LLC |
| Montana | $35 (plus $50 per series member for a series LLC) | Limited Liability Company, Limited Company, L.L.C., L.C., LLC, LC |
| Nebraska | $100 online, $110 in office | See state page |
| Nevada | $75 (articles of organization, NRS 86.561) | LLC, L.L.C., LC, L.C., Ltd., Limited, Limited Company and others |
| New Hampshire | $100 | Limited Liability Company, L.L.C., LLC or a similar abbreviation |
| New Jersey | $100 | See state page |
| New York | $200 (Articles of Organization) | Limited Liability Company (unabbreviated), L.L.C. or LLC |
| North Dakota | $135 | limited liability company, LLC, L.L.C. |
| Oklahoma | $100 | LLC, L.L.C., LC, L.C., Limited Liability Company, Limited Company |
| Oregon | $100 | Limited Liability Company or L.L.C. |
| Rhode Island | $150 | LLC or Limited Liability Company, at the end |
| South Carolina | $110 | LLC, L.L.C., LC, L.C., Limited Liability Company, Limited Company |
| South Dakota | $150 online, $165 on paper | Limited Liability Company, Limited Company, L.L.C., LLC, L.C., LC |
| Tennessee | $300 (minimum) | limited liability company, L.L.C., LLC (or like words in another language) |
| Utah | $59 | Limited Company, Limited Liability Company, L.C., L.L.C. |
| Vermont | $155 | limited liability company, limited company, L.L.C., LLC, L.C., LC |
| Washington | $180 | limited liability company, limited liability Co., L.L.C., LLC |
| West Virginia | $100 (plus $1 online processing fee) | LLC, L.L.C., LC, L.C., Ltd. Co., or the words in full |
| Wisconsin | $130 online, $170 on paper | limited liability company, limited company, LLC, LC; Ltd., Co. |
| Wyoming | $100 | LLC, L.L.C., Limited Liability Company, LC, L.C., Ltd. Liability Co. |
Not sure which state to choose? See which state to form your LLC in or start your LLC.
Not an LLC? See the partnership agreement template or the corporate bylaws template.