What is an LLC operating agreement?

An LLC operating agreement is a legal document that sets the rules for how your LLC is run. It covers ownership percentages, profit and loss distribution, member voting rights, management structure, what happens when a member leaves, and how the LLC is dissolved. Most states do not require an operating agreement, but every LLC should have one. The agreement protects you in court, in a tax audit, and in a dispute with another member. A written agreement also proves your LLC is a separate legal entity, which protects your personal assets from business debts.

Does my state require an LLC operating agreement?

Most US states do not require an LLC operating agreement, but several states do. California requires every LLC to have a written operating agreement. New York requires one for multi-member LLCs. Missouri requires one. Delaware, Nevada and Wyoming strongly recommend one. Even if your state does not require an agreement, you should still have one. Banks, investors and courts expect to see a written agreement. The IRS uses the absence of an operating agreement as a red flag for piercing the corporate veil.

What should be in an LLC operating agreement?

Every LLC operating agreement should include 10 sections. First, the LLC name and principal office address. Second, the date of formation and the state of formation. Third, the names and ownership percentages of all members. Fourth, the management structure, member-managed or manager-managed. Fifth, capital contributions from each member. Sixth, profit and loss distribution. Seventh, voting rights and decision-making rules. Eighth, what happens when a member wants to leave, gets disabled, or dies. Ninth, how the LLC is dissolved. Tenth, the signature lines for all members.

Can I write my own LLC operating agreement?

Yes, you can write your own LLC operating agreement using a template. For a single-member LLC with simple ownership, a free template from a reputable source is usually enough. For a multi-member LLC, a complex ownership structure, or an LLC with non-US members, a custom agreement from a business attorney is the safer choice. The cost of a custom agreement is small compared to the cost of a legal dispute caused by a bad agreement. Most states do not require an attorney to draft the agreement, but they do require the agreement to be signed by all members and kept on file with the LLC.

Do I need a separate operating agreement for each state?

No, one operating agreement covers your LLC in every state where it does business. The agreement is governed by the law of the state where you formed the LLC, not the state where you operate. If you form an LLC in Delaware and operate in Texas, the agreement follows Delaware law. If you operate in multiple states, you may need to register the LLC as a foreign LLC in each state. The operating agreement stays the same. The foreign LLC registration is a separate filing with each state's secretary of state office.

Where to Get an LLC Operating Agreement Template in 2026

Q: How much does an LLC operating agreement template cost?

A free LLC operating agreement template is available from most state secretary of state websites, legal aid organizations, and reputable legal tech companies. A paid template from a legal service costs 30 dollars to 200 dollars. A custom operating agreement from a business attorney costs 500 dollars to 2,000 dollars, depending on complexity. For a single-member LLC with no partners, a free template is usually enough. For a multi-member LLC with complex ownership, a custom agreement from an attorney is worth the cost.

How we picked the 5 best template sources

Every source on this list had to pass four tests. First, the templates had to be written by US-licensed attorneys or legal professionals. Second, the templates had to cover the 10 standard sections that every operating agreement needs. Third, the source had to offer a state-specific version or a state-agnostic version that is easy to adapt. Fourth, the price had to be reasonable. The final list covers free, low-cost paid, and custom attorney drafts, with clear guidance on which one fits your LLC.

The 5 best LLC operating agreement template sources in 2026

State Secretary of State Website

Most state secretary of state websites offer free LLC operating agreement templates. California, New York, Delaware and Florida have official templates that meet the state-specific requirements. The advantage of a state template is that it is pre-written for the state where you formed the LLC, and it is free. The disadvantage is that the templates are usually basic and do not cover complex ownership structures. The right user is a single-member LLC with simple ownership and no co-owners. You can find your state's template by searching for your state name plus operating agreement template on the secretary of state website.

ZenBusiness Free LLC Operating Agreement Template

ZenBusiness offers a free LLC operating agreement template that walks you through the document step by step. The template is part of ZenBusiness's LLC formation service, which starts at 0 dollars plus state fees. The template covers all 10 standard sections and includes state-specific options. The advantage of ZenBusiness is the guided experience, which is helpful for first-time LLC owners. The disadvantage is that ZenBusiness uses the template as a lead magnet for their formation service. The right user is a first-time LLC owner who wants a guided template plus the option to form the LLC through the same service. The template is at zenbusiness.com/operating-agreement-template.

Custom Attorney Draft

A custom operating agreement from a business attorney is the strongest option for complex LLCs. The attorney drafts the agreement based on your specific ownership structure, capital contributions, profit split, and member exit plan. The cost is 500 to 2,000 dollars for most LLCs, per the American Bar Association. The advantage is that the agreement is tailored to your situation, which reduces the risk of a dispute or a tax problem. The disadvantage is the cost, which is the highest of the five options. The right user is a multi-member LLC with complex ownership, an LLC with non-US members, or an LLC that expects outside investment. Find a business attorney through your state bar association's referral service or through a referral from a CPA.

Top 5 LLC formation cost calculator tools

Before you sign the operating agreement, you need to know the total cost of forming the LLC. State filing fees, registered agent fees, and ongoing compliance costs add up. The five tools below calculate the total cost of forming and running an LLC in your state. The calculator directive covers both the total formation cost and the ongoing annual cost.

ZenBusiness LLC Cost Calculator

ZenBusiness's LLC cost calculator is the best starting point. Enter your state and the type of LLC you want to form. The calculator shows the state filing fee, the registered agent fee, and the total first-year cost. The ZenBusiness calculator is free, requires no sign-up, and covers all 50 US states. The ZenBusiness LLC cost calculator is at zenbusiness.com/pricing.

Northwest Registered Agent State Fees Guide

Northwest Registered Agent's state fees guide shows the filing fee for every state and the ongoing annual cost. The guide is free, requires no sign-up, and is updated annually. The Northwest state fees guide is at northwestregisteredagent.com/llc/state-fees.

LegalZoom LLC Cost Calculator

LegalZoom's LLC cost calculator shows the total cost of forming an LLC with LegalZoom's services. The calculator includes the state filing fee, the formation service fee, and optional add-ons. The LegalZoom calculator is free but pushes LegalZoom's paid formation service. The LegalZoom LLC cost calculator is at legalzoom.com/business/llc.html.

Incfile LLC Cost Calculator

Incfile's LLC cost calculator shows the total cost of forming an LLC with Incfile's services. The calculator includes the state filing fee and the formation service fee. The Incfile calculator is free and covers all 50 states. The Incfile LLC cost calculator is at incfile.com/llc/cost.

BizFilings LLC State Comparison

BizFilings' LLC state comparison tool shows the filing fee, annual report fee, and franchise tax for every state. The tool is free, requires no sign-up, and is the best for comparing states. The BizFilings LLC state comparison is at bizfilings.com/tools/llc-state-comparison.

Which template source should you pick?

Pick the state secretary of state website if you are a single-member LLC and you want a free, state-specific template. Pick Northwest Registered Agent if you want a free, well-drafted template with more detail than a state template. Pick LegalZoom if you want a paid template with attorney oversight and the option to upgrade. Pick ZenBusiness if you want a guided template experience plus the option to form the LLC through the same service. Pick a custom attorney draft if you have a multi-member LLC with complex ownership, non-US members, or expected outside investment. The right source depends on your LLC's complexity and your budget.

What to include in every LLC operating agreement

Every LLC operating agreement, regardless of the source, should include the 10 sections below. The checklist is the minimum. Complex LLCs may need additional sections for special allocations, member loans, or tax elections.

Article 1: LLC Information

Article 1 covers the basics. The LLC's legal name, the principal office address, the registered agent name and address, and the state of formation. The article also includes the date the LLC was formed and the LLC's EIN. The right format is a short table at the top of the agreement.

Article 2: Members and Ownership

Article 2 lists every member of the LLC and their ownership percentage. The article includes each member's name, address, and capital contribution. For a single-member LLC, the article is one line. For a multi-member LLC, the article is a table. The ownership percentage should match the capital contribution unless the operating agreement specifies a different split.

Article 3: Management Structure

Article 3 specifies whether the LLC is member-managed or manager-managed. In a member-managed LLC, every member has authority to make decisions for the LLC. In a manager-managed LLC, the members elect one or more managers who run the LLC. Most small LLCs are member-managed. Manager-managed is common for LLCs with passive investors.

Article 4: Capital Contributions

Article 4 lists every member's initial capital contribution. The contribution can be cash, property, or services. The article also covers additional contributions, which are capital calls the members can choose to fund or decline. A capital call provision is optional but common in multi-member LLCs.

Article 5: Profit and Loss Distribution

Article 5 specifies how profits and losses are distributed. The default is to distribute in proportion to ownership percentage. The article can override the default and specify a different split, which is common in LLCs with special allocations for tax purposes. Special allocations must follow IRS rules under Section 704 of the Internal Revenue Code.

Article 6: Voting Rights and Decision-Making

Article 6 covers how decisions are made. The default is one vote per ownership percentage. The article can specify which decisions require a unanimous vote, a supermajority vote, or a simple majority. Common decisions that require a unanimous or supermajority vote include selling the LLC, admitting a new member, dissolving the LLC, and amending the operating agreement.

Article 7: Member Exit and Transfer

Article 7 covers what happens when a member wants to leave, gets disabled, or dies. The article specifies the buyout terms, the valuation method, and the payment schedule. The article also covers whether members can transfer their ownership to a third party. Most LLCs restrict third-party transfers and give the remaining members the right of first refusal.

Article 8: Dissolution and Winding Up

Article 8 covers how the LLC is dissolved and wound up. The article specifies the events that trigger dissolution, the process for winding up the LLC's affairs, and the distribution of remaining assets to members. The default under state law is that the LLC dissolves when a member leaves, but most operating agreements override this and allow the LLC to continue with the remaining members.

Article 9: Amendments

Article 9 covers how the operating agreement can be amended. The default is that all members must consent to an amendment. The article can specify a different threshold, such as a supermajority vote. The article also requires that amendments be in writing and signed by all consenting members.

Article 10: Signatures

Article 10 is the signature block. Every member signs and dates the operating agreement. The signatures make the agreement binding. Keep the signed agreement with the LLC's other formation documents, including the articles of organization, the EIN letter, and the operating resolution.

Final checklist

Before you file the operating agreement, run the final checklist below. Every LLC, regardless of complexity, should pass all 10 items. The checklist is the difference between a protected business and a personal liability risk. Pair the operating agreement with the right registered agent and the right tax elections, and your LLC is set up for the long run.

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