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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.
Use the free interactive generator below to customize by state, member-managed vs manager-managed, and single- vs multi-member — then download a filled DOCX or PDF with no signup. Blank single- and multi-member templates remain available if you prefer to fill fields yourself. A statute-verified table of what each state actually requires (and what is only folklore) follows.
Free interactive LLC operating agreement generator
Customize by state, management type, and member count — then download a filled DOCX or PDF. No account, no email wall. Generation happens in your browser; we do not store what you type.
Blank templates (free, .docx) — no email
Single-Member LLC Operating Agreement Template — for one-owner LLCs (the most common setup).
Multi-Member LLC Operating Agreement Template — adds voting rules, major-decision protections, transfer restrictions, a right of first refusal, deadlock mediation, and a members exhibit.
No email required. Fill in the blanks in Word or Google Docs. These templates are for general informational purposes and are not legal advice — consider a review by an attorney licensed in your state.
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. Only New York requires a written document; California, Missouri, and Maine require that an agreement exist but allow oral/implied forms; Delaware does not require one. Everywhere else, the practical reason to have a written agreement is banks and default-rule avoidance — not a filing-office mandate.
50-State + D.C. OA Statute / Filing Notes
Conservative summary for founders. Cells are left blank of overclaim: we do not invent “state-required clauses.” In every jurisdiction the operating agreement is internal — you do not file it instead of Articles. Where we lack a specific statute cite, the note stays general.
| State | Written OA? | Filing | Note | Source |
|---|---|---|---|---|
| Alabama | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Alaska | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Arizona | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Arkansas | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| California | Must exist (oral OK) | Internal only — do not file with SOS | Every LLC has an operating agreement as a matter of law; may be oral, written, implied, or any combination. | Cal. Corp. Code §17701.02 |
| Colorado | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Connecticut | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Delaware | Not required | Internal only — do not file with SOS | Commonly mislisted as required. Delaware defines the LLC agreement but does not require the company to execute one. | 6 Del. C. §18-101 |
| District of Columbia | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Florida | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Georgia | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Hawaii | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Idaho | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Illinois | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Indiana | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Iowa | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Kansas | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Kentucky | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Louisiana | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Maine | Must exist (oral OK) | Internal only — do not file with SOS | LLC agreement must be entered into or otherwise exist; need not be written. | 31 M.R.S. §1531 |
| Maryland | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Massachusetts | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Michigan | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Minnesota | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Mississippi | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Missouri | Must exist (oral OK) | Internal only — do not file with SOS | Members shall adopt an operating agreement; may be written or oral. | RSMo §347.081 |
| Montana | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Nebraska | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Nevada | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| New Hampshire | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| New Jersey | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| New Mexico | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| New York | Required (written) | Internal only — do not file with SOS | Written OA required; may be adopted before, at, or within 90 days after filing Articles. Statute silent on penalty. | NY LLC Law §417 |
| North Carolina | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| North Dakota | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Ohio | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Oklahoma | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Oregon | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Pennsylvania | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Rhode Island | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| South Carolina | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| South Dakota | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Tennessee | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Texas | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Utah | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Vermont | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Virginia | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Washington | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| West Virginia | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Wisconsin | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
| Wyoming | Not required (recommended) | Internal only — do not file with SOS | No statute found requiring a written OA; state LLC Act default rules apply if you lack one. Banks still routinely ask for a written agreement. | — |
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 Generator (and Templates) Cover
- Formation & name — ties the agreement to your filed articles, registered agent, and perpetual existence; names your formation state as governing law.
- Ownership — 100% to the sole member, or a members exhibit with each member’s name and percentage.
- Capital contributions — what each owner put in, whether more can be demanded (multi-member: never without written consent), and that contributions earn no interest.
- Management & voting — member-managed or manager-managed language you select; multi-member majority voting by percentage interest plus a unanimous-consent list for company-critical decisions.
- Distributions — pro rata by ownership, with a solvency limitation matching typical state-law themes.
- 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 — multi-member 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, and a clear not-legal-advice notice.
Where a state has a known written-agreement statute (today: New York), the generator adds a short acknowledgment citing that statute. It does not invent additional “required clauses” for other states.
Single-Member vs. Multi-Member: Which Do You Need?
If you are the only owner, use single-member — 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, multi-member earns its keep: voting rules, the unanimous-consent list, transfer restrictions, and deadlock mediation are the clauses that prevent the disputes that end companies.
Member-Managed vs. Manager-Managed
Most small LLCs are member-managed (owners run the company). Choose manager-managed when you want day-to-day authority in one or more managers (who may or may not be members) — common with passive investors. If your state requires the manager-managed election in the Articles, make sure the filing matches this agreement; the generator reminds you when you pick manager-managed.
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). Budget the filing office with LLC filing fees and annual costs by state (2026), and calendar approval with LLC formation processing times by state (online vs mail). 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.
Don’t have the LLC yet?
The operating agreement comes after formation. ZenBusiness files your LLC for $0 plus the state fee, in any state, and walks you through each step.
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FAQ
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 does not require one at all, despite appearing on most “required” lists.
Does a single-member LLC need an operating agreement?
No state requires a single-member LLC to have a written operating agreement with any penalty for lacking one, but banks ask for it and it evidences that the LLC is a separate entity.
Do I file the operating agreement with the state?
No. In every state the operating agreement is an internal document kept with company records; only the articles of organization are filed.
Can I write my own operating agreement?
Yes — no state requires a lawyer. The free generator and templates on this page cover the standard provisions; attorney review is recommended for complex ownership situations.
Is the generator really free?
Yes. Downloads work in your browser with no account or email gate. We do not store the names or terms you enter.
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