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Create Your LLC Operating Agreement

  • Company
  • Members
  • Formation
  • Tax
  • Management
  • Profits
  • Meetings
  • Final details
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Last updated October 26, 2026

What is an LLC Operating Agreement?

An LLC operating agreement is the contract between the owners of a limited liability company — its members — and the company itself. It records who owns what share, who runs the business day to day, how profits are split and when they are paid out, how decisions are made and voted on, what happens when a member wants to leave, dies or sells, and how the company winds up if it ever closes. Your state's articles of organisation create the LLC; the operating agreement says how it actually works.

Without one, your state's default LLC statute fills the gaps — and those defaults rarely match what the owners would have chosen. A written agreement is also what a bank, an investor or a court will ask to see before treating the company as separate from the people behind it.

Single-member or multi-member?

A single-member LLC has one owner. The agreement is shorter, but it still matters: it is the clearest evidence that the business is separate from you, which is the whole point of the liability shield, and it sets out what happens to the company if you can no longer run it.

A multi-member LLC has two or more owners. Here the agreement does the heavy lifting — capital contributions, ownership percentages, who can bind the company, how deadlocks are broken, and what a departing member's interest is worth. AI Lawyer asks how many members there are and writes the right version.

Who needs one?

Every LLC should have one, and a few states — California, New York, Missouri, Maine and Delaware among them — require it. Beyond the law, you will be asked for it when you open a business bank account, bring in a partner or investor, apply for a loan, buy property in the company's name, or defend the company's separate status in a dispute. A general LLC and a professional LLC (for a licensed practice such as law, medicine or accounting) each get an agreement written for that type.

What the agreement covers

  • The company — its name, principal office, state of formation, formation date, purpose and how long it will operate.
  • The members — each member's name and address, what they contribute and their percentage interest.
  • Management — whether the members run the company themselves or appoint a manager, and what the manager is paid.
  • Voting and decisions — how votes are weighted, which decisions need everyone's consent, and who may sign for the company.
  • Profits, losses and distributions — how they are shared and when money is paid out.
  • Tax classification — disregarded entity, partnership, S corporation or C corporation, and the fiscal year-end.
  • Meetings and records — how often members meet, how meetings are called, and what books the company keeps.
  • Changes in membership — admitting new members, transfers, buy-outs, and what happens on a member's death, disability or withdrawal.
  • Dissolution — when the company ends and how its assets are distributed.
  • Signatures — every member signs; the agreement stays with the company's records and is not filed with the state.

How AI Lawyer writes your agreement

You answer plain questions — how many members, who manages, how profits are split, how the company is taxed — and AI Lawyer drafts the full agreement in complete sentences for your state. Read it through, ask for changes in plain English ("make all major decisions unanimous"), and it redrafts. When it looks right, download it as a PDF or Word file, send it to the other members, or print it for signatures. The document stays in your account, so you can update it when a member joins or leaves.

Frequently asked questions

Is an operating agreement required by law?
Only in some states, but every LLC benefits from one. Even where it is optional, banks and investors expect it, and without it the state's default rules decide your disputes.
Do I file it with the state?
No. It is an internal document. You keep the signed copy with the company's records; the state only receives your articles of organisation.
Do I need one for a single-member LLC?
Yes. It is the document that shows the company is separate from you, which protects your personal assets, and it sets out what happens to the business if you cannot run it.
Can I change it later?
Yes. Open the document, tell AI Lawyer what to change, and download the new version. Changes to a signed agreement should be approved by the members as the agreement itself requires.
Do I need an account to start?
No. Start answering questions right away; you create an account when you download the finished agreement.

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