Even a one-person LLC should have an operating agreement. Banks often ask for it, and it helps show the LLC is a separate business, which supports your personal liability protection.
Free Single-Member LLC Operating Agreement template
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Operating Agreement of ____
A Single-Member Limited Liability Company
This Operating Agreement is adopted by ____ (the "Member") as the sole member of ____ (the "Company"), formed in ____ on ____.
1. Formation and purpose
The Company was formed under the limited liability company laws of ____. Its purpose is ____. Its principal office is at ____.
2. Ownership
The Member owns 100% of the Company and has made an initial contribution of ____.
3. Management
The Company is managed by the Member, who has full authority to act for the Company, sign contracts, open bank accounts and manage its business.
4. Separateness
The Company will keep its own bank account and records, and the Member will not mix personal and Company funds. The Member is not personally liable for the Company’s debts except as required by law.
5. Distributions and taxes
The Member decides when to make distributions. Unless the Company elects otherwise, it will be treated as a disregarded entity for federal income tax purposes.
6. Succession
If the Member dies or becomes incapacitated, ____ (or the Member’s legal representative) may manage the Company’s affairs to the extent permitted by law, so the business can continue or be wound up in an orderly way.
7. Dissolution
The Company may be dissolved by the Member’s written decision or as required by law. After paying debts, remaining assets go to the Member.
8. Amendments
This Agreement may be amended only in writing signed by the Member.
Member: __ Date: __
Printed name: ____
This free template is general information, not legal advice, and may not suit your state or situation. Some documents must be signed before witnesses or a notary. For anything important, have a lawyer review it.
Why it matters
- Liability protection: treating the LLC as separate (own bank account, records, agreement) helps protect your personal assets.
- Banking: many banks require an operating agreement to open a business account.
- Continuity: naming a successor avoids a frozen business if something happens to you.
Multi-owner LLCs
If there’s more than one owner, you need a multi-member agreement covering profit splits, voting and buyouts: a lawyer is well worth it.
Frequently asked questions
Do I have to file the operating agreement with the state?
Usually no. Keep it with your company records.
Questions from readers
Question about the Single-Member LLC Operating Agreement? Ask it here. We answer common questions in general terms on this page. This is not legal advice.
