LLC Operating Agreement Template
Fill in the form to build an LLC operating agreement for a single-member or multi-member LLC in any state. The template adds the clauses your setup needs: who manages the company, how members vote, how profits are split, what happens when a member leaves or dies, and a governing law clause that cites your state's LLC act. Download it as PDF or Word.
This template is a starting point, not legal advice, and Jupid is not a law firm. LLC law differs by state. Have an attorney licensed in your state review the agreement before every member signs, especially if members contribute property, receive unequal rights, or plan to bring in investors.
Company
Governed by the Texas Limited Liability Company Law. Not required by statute, but strongly recommended. Texas rules
Owners
Member
Management
Match what your Certificate of Formation says, if it states the management structure.
Taxes
Succession
Lets the LLC continue without a gap in ownership. Coordinate with your will or trust.
Live preview: 11 articles
Company Agreement of Blue Harbor Studio LLC
A Texas single-member, member-managed limited liability company
This Company Agreement (this "Agreement") of Blue Harbor Studio LLC (the "Company") is made effective as of March 2, 2026 (the "Effective Date") by its sole member listed in Schedule A (the "Member").
Article 1. Formation
1.1 Formation. Blue Harbor Studio LLC (the "Company") was formed as a Texas limited liability company on March 2, 2026 by filing its Certificate of Formation with the Texas Secretary of State. The Texas Limited Liability Company Law (the "Act") and this Agreement govern the Company. Where this Agreement differs from a default rule of the Act, this Agreement controls to the extent the Act allows.
1.2 Purpose. The purpose of the Company is graphic design, branding and marketing services, and any other lawful business for which a limited liability company may be formed under the Act.
1.3 Principal Office. The Company's principal office is at 1200 Main Street, Suite 300, Austin, TX, or at another place the Member chooses.
1.4 Registered Agent. The Company's registered agent and registered office in Texas are those stated in its most recent filing with the Texas Secretary of State.
1.5 Term. The Company continues until it is dissolved and its affairs are wound up under Article 10.
Article 2. Sole Member and Capital
2.1 Sole Member. Alex Rivera (the "Member") is the sole member of the Company and owns 100% of the membership interests. The Member's address and Capital Contribution are listed in Schedule A.
2.2 Capital Contribution. The Member has contributed or will contribute the money, property or services stated in Schedule A. The Member is not required to make any additional contribution but may do so at any time.
2.3 No Interest on Capital. The Member earns no interest on its Capital Contributions. A loan from the Member to the Company is not a Capital Contribution.
Article 3. Allocations and Distributions
3.1 Profits and Losses. All profits and losses of the Company are allocated to the Member.
3.2 Distributions. The Member decides when the Company makes distributions and in what amounts.
3.3 Limits on Distributions. The Company will not make a distribution if, after the distribution, the Company could not pay its debts as they become due in the ordinary course of business, its total liabilities would exceed its total assets, or the distribution would otherwise violate the Act.
Article 4. Tax Classification
4.1 Classification. The Company has one Member. Under Treasury Regulations Section 301.7701-3(b)(1)(ii), it is disregarded as an entity separate from its owner for federal income tax purposes unless the Member elects otherwise by filing IRS Form 8832 or Form 2553. Being disregarded for income tax purposes does not change the Company's separate legal existence or the Member's limited liability under the Act.
Article 5. Management
5.1 Management by the Member. The Company is member-managed. The Member has full authority to run the business, sign contracts, open accounts and take any other action for the Company. The Member may act by signing a written consent and is not required to hold meetings.
5.2 Officers and Agents. The Member may appoint officers or agents, give them titles and delegate authority to them in writing.
Article 6. Transfers and Additional Members
6.1 Transfers. The Member may transfer all or part of its membership interest. A person who receives the Member's entire interest is admitted as a member when the transfer takes effect.
6.2 Additional Members. The Member may admit additional members by written consent. When a second member is admitted, the members will sign an amended operating agreement that covers voting, distributions and transfers. Once the Company has two or more members, it is classified as a partnership for federal income tax purposes unless it has elected to be taxed as a corporation.
Article 7. Death or Incapacity of the Member
7.1 Successor on Death. On the Member's death, the person who inherits the Member's interest under the Member's will or trust or under the laws of intestacy succeeds to the Member's entire interest and is admitted as the member effective as of the date of death, so that the Company continues without dissolution. Until the successor is admitted, the Member's personal representative may exercise all of the Member's rights to manage the Company.
7.2 Incapacity. If the Member becomes unable to manage the Company because of a physical or mental condition, the Member's agent under a durable power of attorney, or a court-appointed guardian or conservator, may exercise the Member's management rights until the Member can act again.
Article 8. Books, Records, Bank Accounts and Separateness
8.1 Books and Fiscal Year. The Company keeps complete and accurate books of account. Its fiscal year is the calendar year unless tax law requires otherwise, and its books are kept on the cash or accrual method the Member chooses for its tax returns.
8.2 Records. The Company keeps the records required by Tex. Bus. Orgs. Code § 101.501, at the location that section requires, including a copy of its Certificate of Formation and all amendments, this Agreement and all amendments, a current list of its Member with addresses, Capital Contributions, and its federal, state and local tax returns and financial statements for at least the three most recent years.
8.3 Bank Accounts. All Company money is deposited in accounts in the Company's name and used only for Company purposes. Company funds are never mixed with the personal funds of the Member. The Member, and anyone they authorize in writing, may sign on Company accounts.
8.4 Separate Existence. The Company holds itself out as a legal entity separate from the Member. It signs contracts in its own name, pays its debts from its own funds, keeps its own books and accounts, and does not pay the personal expenses of the Member. These practices help preserve the limited liability the Act gives to the Member.
Article 9. Limited Liability, Exculpation and Indemnification
9.1 Limited Liability. To the fullest extent the Act allows, no Member or officer is personally liable for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely because of that role. A failure of the Company to observe formalities is not a ground for imposing personal liability on the Member.
9.2 Exculpation. No Member or officer is liable to the Company for any act or omission in good faith on behalf of the Company, except for gross negligence, willful misconduct, a knowing violation of law, a transaction from which the person received an improper personal benefit, or a breach of this Agreement.
9.3 Indemnification. To the fullest extent the Act allows, the Company will indemnify and hold harmless the Member and each officer against losses, judgments, settlements and reasonable legal fees arising from claims related to the Company's business, except for conduct listed as an exception in Section 9.2. The Company may advance legal fees if the person agrees in writing to repay them if it is later determined that the person was not entitled to indemnification.
9.4 Insurance. The Company may buy insurance on behalf of any person it may indemnify.
Article 10. Dissolution and Winding Up
10.1 Events of Dissolution. The Company dissolves only on:
- the Member's written decision to dissolve;
- the sale of all or substantially all of its assets, after the sale proceeds are collected;
- the Company having no member, if no successor is admitted under Article 7 and the Company is not otherwise continued as the Act permits;
- entry of a court order of dissolution; or
- any other event that requires dissolution under the Act.
10.2 Winding Up. On dissolution, the Member will wind up the Company's affairs, sell or distribute its assets, and file the dissolution or cancellation documents the Texas Secretary of State requires.
10.3 Order of Payment. Company assets are applied in this order: first, to creditors, including the Member if it is a creditor, in satisfaction of the Company's debts; second, to reasonable reserves for contingent liabilities; and third, to the Member.
Article 11. General Provisions
11.1 Governing Law. This Agreement is governed by the laws of the State of Texas, including the Texas Limited Liability Company Law (Tex. Bus. Orgs. Code Title 1 and ch. 101).
11.2 Entire Agreement. This Agreement, including its schedules, is the entire agreement of the Member about the Company and replaces any earlier oral or written agreement on the same subject.
11.3 Amendments. This Agreement may be amended only by a writing signed by the Member.
11.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the rest of the Agreement stays in effect, and the provision is enforced to the greatest extent allowed.
11.5 Binding Effect; No Third-Party Beneficiaries. This Agreement binds and benefits the Member and its permitted successors and assigns. No creditor or other third party may enforce it.
Signatures
The Member signs this Agreement effective as of the Effective Date.
Date: ________________
Schedule A: Member
| Member | Address | Capital contribution | Percentage interest |
|---|---|---|---|
| Alex Rivera | 48 Oak Lane, Austin, TX | $5,000 (Cash) | 100% |
| Total | $5,000 | 100% |
Template from jupid.com. Not legal advice; Texas law varies, so have an attorney review this document before signing.
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How This Template Works
Pick the state and the structure
Choose the state where the LLC was formed, single-member or multi-member, and member-managed or manager-managed. The governing law clause cites that state's LLC act.
Add members and ownership
Enter each member's contribution and ownership percentage. The tool checks that ownership adds up to exactly 100% and builds Schedule A from your entries.
Set the rules, then download
Choose tax treatment, voting thresholds, meetings, transfer limits and buyout terms. The preview updates as you type. Download PDF or Word and have every member sign.
What an LLC Operating Agreement Covers
An LLC operating agreement is the contract among the owners (members) of a limited liability company, or the rules a single owner sets for the company. It records who owns what, who makes decisions, how money comes out, and what happens when an owner leaves, dies or wants to sell. Every member signs it, and it stays with the company records. No state collects it, although 5 state LLC statutes say the members must have one (see the state table below).
Every state's LLC act has default rules for these questions, and the agreement replaces most of them. Without one, the statute decides. In states that follow the Revised Uniform Limited Liability Company Act, for example, distributions before dissolution go to members in equal shares, not in proportion to what each person invested.
This template writes these articles, numbered and cross-referenced:
- Formation: name, purpose, principal office, registered agent, term, and the state LLC act that governs the company.
- Capital:each member's contribution and percentage interest in Schedule A, additional contributions, member loans, capital accounts.
- Allocations and distributions: how profit and loss are allocated, who decides on distributions, optional tax distributions, and the solvency limit on payouts.
- Tax classification: disregarded entity, partnership with a partnership representative, or S corporation.
- Management, voting and meetings: member-managed or manager-managed, ordinary and major decisions, quorum, notice and written consent.
- Admission, transfers and buyouts: new members, transfer restrictions, right of first refusal, and what happens on death, disability, bankruptcy, divorce or withdrawal.
- Records and separateness:books, required records, bank accounts in the company's name, and the practices that keep the LLC separate from its owners.
- Liability, dissolution and general terms: exculpation, indemnification, winding up, governing law, amendments, signatures, schedules, and an optional spousal consent.
Single-Member vs Multi-Member Operating Agreements
The two versions share the formation, records, liability and dissolution articles. Everything that governs the relationship between owners only appears when there is more than one.
| Single-member | Multi-member | |
|---|---|---|
| Who decides | The member, or managers the member appoints | Members by majority; major decisions at the threshold you pick |
| Federal tax default | Disregarded entity (Schedule C, E or F on the owner's return) | Partnership (Form 1065 and a Schedule K-1 for each member) |
| Voting and meetings | Not needed; the member signs written consents | Voting power, quorum, notice and written consent |
| When an owner dies | Successor clause keeps the LLC going | The company, then the other members, can buy the interest |
| Transfers | Free; a second member needs a new agreement | Consent or right of first refusal; transferees get only economic rights |
| Articles in this template | 11 | 14 |
A one-owner LLC still benefits from a written agreement. It is evidence that the company is separate from you, which matters if a creditor argues the LLC is your alter ego. Banks often ask for it when you open a business bank account. And it can name who takes over if you die: under the Revised Uniform Limited Liability Company Act, a company with no members for 90 consecutive days dissolves unless the heirs act to continue it, and the successor clause closes that gap. The tax side of a one-owner LLC is covered in our single-member LLC tax guide; for two or more owners, see the multi-member LLC filing guide.
Member-Managed or Manager-Managed
In a member-managed LLC the owners run the business. In this template any member can sign ordinary contracts, members holding a majority decide ordinary matters, and major decisions need the approval level you choose. Most small LLCs with active owners use this structure.
In a manager-managed LLC, the managers listed in Schedule B run the business and members who are not managers cannot bind the company. Members still elect and remove managers and vote on major decisions. It fits LLCs with passive investors, family LLCs where one person runs things, and single-owner LLCs that hire someone to operate the business. A manager does not have to be a member.
Many states ask on the formation filing whether the LLC is managed by its members or by managers. Make the agreement match what you filed, or amend the filing.
Tax Clauses: Disregarded Entity, Partnership or S Corporation
Unless it elects otherwise, a domestic LLC with one member is disregarded for federal income tax and an LLC with two or more members is a partnership (Treas. Reg. § 301.7701-3(b)(1)). The partnership version of this template keeps capital accounts under Treas. Reg. § 1.704-1(b)(2)(iv), allocates profit by percentage interest, names a partnership representative under IRC § 6223 (the person who deals with the IRS in an audit, unless an eligible partnership elects out), and promises each member a Schedule K-1. A disregarded entity keeps its liability shield; only the tax reporting flows to the owner.
The S corporation version changes more than a label. An LLC elects S status with Form 2553, due no later than 2 months and 15 days after the start of the tax year it should take effect, and the IRS treats that filing as the corporate classification election too, so no separate Form 8832 is needed. An S corporation may have only one class of stock, which means every ownership unit carries identical rights to distribution and liquidation proceeds under the governing documents, including the operating agreement (Treas. Reg. § 1.1361-1(l)(2)). So the S corporation version distributes strictly in proportion to ownership, liquidates by percentage instead of by capital account, allocates income per share per day (IRC § 1377(a)), limits owners to eligible shareholders, and requires a reasonable salary for owners who work in the business.
Married couples in community property states (Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington and Wisconsin) have a choice: Rev. Proc. 2002-69 lets spouses who own an LLC as community property treat it as either a disregarded entity or a partnership. In those states the template also turns on a spousal consent exhibit by default, so a spouse's share is bound by the transfer and buyout rules.
Worked Example: Two Members Splitting 60/40
Alex contributes $15,000 for 60% and Jordan contributes $10,000 in cash and equipment for 40% of a Texas LLC. They pick member-managed, partnership taxes, voting by ownership, unanimous approval for major decisions, an annual meeting, a right of first refusal and an appraisal buyout. The template titles the document "Company Agreement" because that is the term the Texas Business Organizations Code uses, and it adds a spousal consent exhibit because Texas is a community property state.
- Ordinary decisions:members holding more than 50% decide, so Alex's 60% can approve them alone. If Jordan should have an equal say, switch voting to one vote per member, which makes every two-member majority decision require both.
- Major decisions such as selling the business, taking on a new member or a large loan need both signatures.
- Profit: if the LLC nets $50,000, Alex is allocated $30,000 and Jordan $20,000 on their Schedule K-1s, and both owe tax on it whether or not cash is distributed. The tax distribution clause tells the LLC to pay out enough cash to cover that tax when it can.
- If Jordan dies:the LLC has 60 days to buy Jordan's interest, then Alex has 30 days. With an appraised company value of $200,000, the price is 40% × $200,000 = $80,000: $16,000 (20%) at closing and $64,000 over 24 monthly installments plus interest at the applicable federal rate. If nobody buys, Jordan's heir keeps the economic rights but gets no vote unless admitted.
Who Should Use This Template, and When to Call a Lawyer
It fits owners forming a new LLC, existing LLCs that never signed a written agreement (adopt one now with today as the effective date), single-member LLCs adding a partner (the LLC becomes a partnership for tax purposes, so sign the multi-member version), and owners whose bank or lender asked for one.
It is not enough on its own for LLCs with outside investors or several classes of units, preferred returns, profits interests or vesting for members who contribute services, series LLCs, professional LLCs subject to licensing board rules, members who are not U.S. persons, or real estate syndications. Those need an attorney to draft the economics.
Operating Agreement Rules by State
We read each state's LLC statute to see whether it requires the members to have an operating agreement. 5 do: Alabama, Delaware, Maine, Missouri, New York. In California, the statute only defines the agreement, but the Secretary of State says one is required. The rest leave it to the owners. No state files the agreement. Each state page has the generator prefilled for that state, the statute's own term for the document, its default rules and its filing details.
| State | LLC statute | Required? |
|---|---|---|
| Alabama | Ala. Code § 10A-5A-1.01 et seq. | Yes |
| Alaska | AS 10.50.010 et seq. | No |
| Arizona | A.R.S. § 29-3101 et seq. | No |
| Arkansas | Ark. Code Ann. § 4-38-101 et seq. | No |
| California | Cal. Corp. Code § 17701.01 et seq. | Yes, per Secretary of State |
| Colorado | C.R.S. § 7-80-101 et seq. | No |
| Connecticut | Conn. Gen. Stat. § 34-243 et seq. | No |
| Delaware | 6 Del. C. § 18-101 et seq. | Yes |
| Florida | Fla. Stat. § 605.0101 et seq. | No |
| Georgia | O.C.G.A. § 14-11-100 et seq. | No |
| Hawaii | Haw. Rev. Stat. § 428-101 et seq. | No |
| Idaho | Idaho Code § 30-25-101 et seq. | No |
| Illinois | 805 ILCS 180/1-1 et seq. | No |
| Indiana | Ind. Code § 23-18-1-1 et seq. | No |
| Iowa | Iowa Code § 489.101 et seq. | No |
| Kansas | K.S.A. 17-7662 et seq. | No |
| Kentucky | KRS 275.001 et seq. | No |
| Louisiana | La. R.S. 12:1301 et seq. | No |
| Maine | 31 M.R.S. § 1501 et seq. | Yes |
| Maryland | Md. Code, Corps. & Ass'ns § 4A-101 et seq. | No |
| Massachusetts | M.G.L. c. 156C, § 1 et seq. | No |
| Michigan | MCL 450.4101 et seq. | No |
| Minnesota | Minn. Stat. § 322C.0101 et seq. | No |
| Mississippi | Miss. Code Ann. § 79-29-101 et seq. | No |
| Missouri | RSMo § 347.010 et seq. | Yes |
| Montana | Mont. Code Ann. § 35-8-101 et seq. | No |
| Nebraska | Neb. Rev. Stat. § 21-101 et seq. | No |
| Nevada | NRS Chapter 86 | No |
| New Hampshire | RSA 304-C:1 et seq. | No |
| New Jersey | N.J.S.A. 42:2C-1 et seq. | No |
| New Mexico | NMSA 1978, § 53-19-1 et seq. | No |
| New York | N.Y. Ltd. Liab. Co. Law § 101 et seq. | Yes |
| North Carolina | N.C. Gen. Stat. § 57D-1-01 et seq. | No |
| North Dakota | N.D.C.C. § 10-32.1-01 et seq. | No |
| Ohio | Ohio Rev. Code § 1706.01 et seq. | No |
| Oklahoma | 18 O.S. § 2000 et seq. | No |
| Oregon | ORS 63.001 et seq. | No |
| Pennsylvania | 15 Pa.C.S. § 8811 et seq. | No |
| Rhode Island | R.I. Gen. Laws § 7-16-1 et seq. | No |
| South Carolina | S.C. Code Ann. § 33-44-101 et seq. | No |
| South Dakota | SDCL § 47-34A-101 et seq. | No |
| Tennessee | Tenn. Code Ann. § 48-249-101 et seq. | No |
| Texas | Tex. Bus. Orgs. Code Title 1 and ch. 101 | No |
| Utah | Utah Code § 16-20-101 et seq. | No |
| Vermont | 11 V.S.A. § 4001 et seq. | No |
| Virginia | Va. Code § 13.1-1000 et seq. | No |
| Washington | RCW 25.15.006 et seq. | No |
| West Virginia | W. Va. Code § 31B-1-101 et seq. | No |
| Wisconsin | Wis. Stat. § 183.0101 et seq. | No |
| Wyoming | Wyo. Stat. § 17-29-101 et seq. | No |
Frequently Asked Questions
Official References
- Treasury Regulations § 301.7701-3, Classification of certain business entities
Default tax treatment of a domestic LLC: a partnership with two or more members, disregarded with one, unless it elects otherwise.
- IRS: Single member limited liability companies
How a disregarded single-member LLC reports income and when it needs its own EIN.
- IRS: Limited liability company (LLC)
Classification options for single-member and multi-member LLCs, and the Form 8832 election.
- IRS: Instructions for Form 2553, Election by a Small Business Corporation
The 2 months and 15 days deadline, shareholder limits, the one-class-of-stock rule, and why an LLC that files Form 2553 does not also file Form 8832.
- Treasury Regulations § 1.1361-1(l), one class of stock
Identical rights to distribution and liquidation proceeds under the governing provisions, which include an LLC operating agreement.
- IRS: S corporation compensation and medical insurance issues
Shareholder-employees must be paid reasonable compensation before non-wage distributions.
- IRS: BBA centralized partnership audit regime
Every partnership designates a partnership representative or, if eligible, elects out on a timely filed return.
- Revenue Procedure 2002-69
Spouses who own an LLC as community property may treat it as a disregarded entity or a partnership.
Federal tax rules and state statute citations checked October 2026. Statutes change; confirm the current text for your state before relying on a default rule.