Documents / Business
LLC Operating Agreement
Set the ownership, management, and financial rules for your LLC — single-member or multi-member.
Create a review draft
Prepare, edit and export a review draft. Complete the listed local review and execution steps outside Quill before relying on it.
General text. One nationwide text with your state’s governing law. It does not adapt to your state’s mandatory rules, so check them before relying on it.
Version 2026-09-09.8. No qualified legal review is recorded. Read the complete document and obtain advice for your circumstances.
Review and execution steps
- Confirm formation state, filed entity name, member interests totaling 100%, contributions and management authority.
- Review tax allocations, transfers, deadlock, buyouts and dissolution with the appropriate advisers.
- An operating agreement does not file or form the company. All members must approve the completed schedules.
Guidance updated September 8, 2026. Source coverage is limited to the topics described; historical sources are identified. State, local and transaction-specific requirements still apply.
Time
~12 min
Questions
≤ 20
Steps
5
Export
PDF · Word
Answer guided questions, review your draft, and export or request signatures on supported documents.
What we will cover
- 01
Location
Choose the actual location so the preparation guidance and applicable safeguards follow your document.
- 02
The Company
- 03
Members & Management
- 04
Money & Taxes
- 05
Governance Terms
- 06
Review and generate
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About this document
An operating agreement is the internal constitution of your LLC: who owns what, how profits flow, who decides, and what happens if a member leaves, dies, or wants out. Most states don't legally require one — and that's exactly why skipping it is dangerous: without it, your state's default statute decides these questions for you.
Single-member LLCs benefit too. A written operating agreement is one of the strongest pieces of evidence that the LLC is a genuine separate entity, which is what protects your personal assets if the business is ever sued. Banks and investors routinely ask to see it.
Common questions
Is an operating agreement filed with the state?+
No. It's an internal document — you sign it and keep it with your records. Only the articles of organization are filed publicly.
Do I need one for a single-member LLC?+
Strongly recommended. It reinforces your liability shield, is often required to open a business bank account, and settles what happens to the company if something happens to you.
Member-managed or manager-managed?+
Member-managed (all owners run the business) suits most small LLCs. Manager-managed fits when some owners are passive investors or you want one person clearly in charge. Quill's interview supports both.
General information, not legal advice — laws vary by state and change over time.
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