Free LLC Operating Agreement Template (2026): Single & Multi-Member

Last updated: August 23, 2026

An LLC operating agreement is the internal contract that says who owns the company, how decisions get made, how money flows out, and what happens when an owner leaves, dies, or wants to sell. The state files your articles of organization; the operating agreement is the document you keep — and it is the one banks ask for when you open a business account, the one courts look at when members disagree, and one of the documents that helps show your LLC is genuinely separate from you personally.

Below are two free, professionally structured templates — single-member and multi-member — plus a section-by-section guide and a statute-verified table of what each state actually requires.

Which States Require an Operating Agreement?

Almost every list on the internet says “five states require an operating agreement: California, New York, Missouri, Maine, and Delaware.” We checked each statute. The real picture is more nuanced — and one of the five doesn’t belong on the list at all.

State	What the statute actually says	Source
New York	A written operating agreement is required. It may be adopted before, at, or within 90 days after filing the articles of organization. The statute states no penalty for failing to adopt one.	NY LLC Law §417
Missouri	Members “shall adopt an operating agreement” — but it may be written or oral.	RSMo §347.081
Maine	A limited liability company agreement “must be entered into or otherwise exist” — before, at, or after filing. It need not be written.	31 M.R.S. §1531
California	Every LLC has an operating agreement as a matter of law — but it may be oral, written, implied, or any combination. Nothing requires a written document.	Cal. Corp. Code §17701.02
Delaware	Commonly listed as “required” — it isn’t. Delaware merely defines the LLC agreement (written, oral, or implied) and expressly states the company is not required to execute one.	6 Del. C. §18-101
All other states	No statute requires an operating agreement — but every state’s default LLC rules apply when you don’t have one, and those defaults may not be what you want (equal-vote rules, transfer rules, dissolution triggers). Banks and lenders routinely ask for the document regardless.	State LLC acts

The practical takeaway: only New York requires a written document, and even there the statute is silent on consequences. Everywhere else, the reason to have a written agreement isn’t the statute — it’s that without one, your state’s default rules decide your disputes for you.

What the Template Covers, Section by Section

• Formation & name — ties the agreement to your filed articles, registered agent, and perpetual existence.
• Ownership — 100% to the sole member, or a members exhibit with each member’s contribution and percentage.
• Capital contributions — what each owner put in, whether more can be demanded (in the multi-member version: never without written consent), and that contributions earn no interest.
• Management & voting — member-managed by default; the multi-member version sets majority voting by percentage interest and a unanimous-consent list for the decisions that can sink a company: amendments, new members, mergers, selling the business, dissolution, big debt, and capital calls.
• Distributions — pro rata by ownership, with a solvency limitation matching state law.
• Taxes, books, and bank accounts — default tax classification (disregarded entity or partnership), record-keeping, and the no-commingling rule that protects your liability shield.
• Transfers — the multi-member version includes a right of first refusal so a co-owner can’t sell to a stranger without offering the company and members first.
• Dissolution, indemnification, and boilerplate — winding-up order, good-faith indemnification, governing law, amendment rules, severability.

Single-Member vs. Multi-Member: Which Do You Need?

If you are the only owner, use the single-member version — its job is mostly to evidence that the LLC is real and separate from you (useful with banks, and if anyone ever challenges your liability protection). The moment there are two or more owners, the multi-member version earns its keep: voting rules, the unanimous-consent list, transfer restrictions, and deadlock mediation are the clauses that prevent the disputes that end companies.

After the Operating Agreement

The agreement is one step in a longer sequence — formation, EIN, licenses, insurance. Before any of it comes the name: check availability in your state’s official registry via our secretary of state business search directory (all 51 official links, verified). Our Best States to Start a Business study compares every state on real Census data, and each state’s guide walks the full startup sequence for your industry. Formation statistics for every state, updated monthly, are on our business formation statistics page.

Frequently Asked Questions

Is an operating agreement required for an LLC?

Only New York requires a written operating agreement (NY LLC Law §417, within 90 days of filing). California, Missouri, and Maine require that an agreement exist but allow it to be oral or implied. Delaware — despite appearing on most “required” lists — does not require one at all. In every state, though, a written agreement determines whether your rules or the state’s default rules govern your company.

Does a single-member LLC need an operating agreement?

No state requires a single-member LLC to have a written one (New York’s requirement applies to single-member LLCs too, but states no penalty). It is still worth having: banks ask for it when opening accounts, and it is evidence that the LLC is a genuinely separate entity — which is the entire point of forming one.

Do I file the operating agreement with the state?

No. In every state the operating agreement is an internal document. You keep it with your company records; only the articles of organization are filed.

Can I write my own operating agreement?

Yes — no state requires a lawyer. The templates on this page cover the standard structure. For complicated situations (unequal contributions, investor members, buy-sell funding, multi-state operations), attorney review is money well spent.

Sources

Claim	Source
New York written-agreement requirement, 90-day window	NY LLC Law §417
Missouri “shall adopt” requirement; oral permitted	RSMo §347.081, §347.015(13)
Maine agreement “must be entered into or otherwise exist”	31 M.R.S. §1531
California definition: oral, written, or implied	Cal. Corp. Code §17701.02
Delaware: defined but not required to be executed	6 Del. C. §18-101

You are welcome to cite this page’s state-requirements analysis with attribution and a link.