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Ohio's Secretary of State is plain about this. In its guide to starting an LLC it notes that an LLC's operating agreement and other internal documents are not required to be filed with the Secretary of State. The Articles of Organization, Form 610, carry the $99 fee and the filing. The operating agreement stays in your own records. Steps for the filing itself are on our Ohio LLC page.
What did we check, and what did we find?
We read the Secretary of State's guide to starting an LLC. It lists what the Articles must contain: the company name, the appointment and acceptance of a statutory agent, a series statement when the LLC will have series, and any other matters the organizers or members choose to include. An operating agreement is not on that list.
The Ohio LLC Act does describe what the agreement does, in R.C. 1706.08. The agreement governs relations among the members as members, and between the members and the LLC. Where the agreement does not provide for a matter, the chapter governs it. So your written terms come first and the statute covers the gaps.
We did not find a sentence in the guide or that section which makes an agreement mandatory, so this page does not claim one. If you need to know the legal effect of having none, ask a lawyer. The guide itself says it does not constitute legal advice.
How far can an Ohio agreement go?
R.C. 1706.08 gives members room. Duties, including fiduciary duties, may be expanded, restricted or eliminated by a written operating agreement. That is a reason to put it in writing. An agreement may also set penalties or consequences for a member who fails to perform, such as reducing that member's interest or forcing a sale of it.
There are hard limits. No agreement can eliminate the implied covenant of good faith and fair dealing. It also cannot limit liability for a bad faith violation of that covenant, and it cannot vary the LLC's nature as a separate legal entity.
What should an Ohio operating agreement cover?
Use the agreement to settle what the state's forms leave open. These points come from Ohio's own filing facts:
- The name. The name must end with "limited liability company", "LLC", "L.L.C.", "ltd", "ltd." or "limited". Write the exact name from your Articles.
- The statutory agent. Ohio uses that term for the registered agent. State who the agent is and who is responsible for updating it. A change costs $25 on Form 521. See the Ohio registered agent page.
- Reports. Ohio LLCs are not required to submit annual or biennial filings. Do not write a report deadline into the agreement for the Secretary of State. If a lender or another state asks for one, add it separately.
- Taxes. The Secretary of State's checklist lists registering with the Ohio Department of Taxation. Say who handles that and who signs returns.
- Management and money. Who runs the company, how profits are shared, how a member leaves and what happens if one dies.
Reinstatement is worth a line too. An LLC canceled for having no statutory agent files Form 525A with a $25 fee, so the agreement can name who watches the agent.
One owner or several?
The right length depends on the number of members. A single member needs a shorter paper than a group. Our single-member operating agreement guide and multi-member operating agreement guide show the usual parts for each. In both cases the members sign it, and the company keeps it in its own records with its other internal papers.
Series LLCs in Ohio
Ohio lets an LLC create separate series of assets and liabilities under one LLC. The Secretary of State says each series formation has a separate operating agreement and is authorized by the Articles. If you want series, the Articles need a statement that the LLC may have one or more series. You can amend or restate the Articles to add it later.
The free template
Our operating agreement guide has a free generic template. It is not state-specific and it is not legal advice. Fill in the Ohio details above, then have a lawyer review it if the stakes are high.
Next steps after signing are an EIN, covered in how to get an EIN, and a look at whether Ohio is the right home state in which state to form an LLC. When you are ready to form, use the start an LLC form.