Free LLC operating agreement, filled in for your LLC

Answer 7 questions and download the agreement as a PDF — single-member or multi-member, member- or manager-managed, for any US state. Written for owners who live outside the US too. Free, no signup, nothing is saved.

The company
Members and shares

Names exactly as in the passport, in Latin letters. Shares must add up to 100%.

Who runs it and signs
If an owner dies or can't act

The heir for each member is asked in step 2. For a one-owner LLC that is the clause that lets your family reach the company and its bank account.The other members get 90 days to buy the share at market value; otherwise the heir becomes a member.

Decisions that need every member

Unticked items need two-thirds of the shares; everything else, more than half.

Selling or pledging a share
Tax

S corporation status isn't offered: a non-resident alien can't be an S corporation shareholder (26 U.S.C. § 1361(b)(1)(C)).

A template filled in with your answers, not legal advice. Nothing you type is stored.

Don't have the LLC yet?

We form it in any state, get the EIN without an SSN and include the operating agreement — from $149.

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Single-member or multi-member: what changes

A single-member agreement is short: the owner decides everything. Its most important clause is the successor — who becomes the member when the owner dies and who runs the company until then. Without one, the family may be left with money rights only and no way into the company or its bank account.

A multi-member agreement is about the partners: who owns what, who can sign, which decisions need everyone, what happens when someone wants out, dies or the votes split 50/50. By default a multi-member LLC files a partnership return (Form 1065) and gives each member a Schedule K-1.

What the free agreement covers

Every article is filled from your answers; what the 7 questions don't ask takes a cautious default.

  • Formation, name, offices and purpose — tied to your state's LLC act
  • Members, percentages and contributions (Schedule A for several members); nobody has to put in more money later
  • Distributions and tax — disregarded entity, partnership or corporation, with the partnership representative under the 2018 IRS audit rules and US tax withheld for a foreign partner
  • Management: member- or manager-managed, who signs contracts and who opens and signs on bank accounts
  • Decisions that need every member, and a way out of a 50/50 deadlock
  • Transfers: no sale or pledge without consent, right of first refusal
  • Death and incapacity: successor, interim manager, the other members' option to buy
  • Dissolution and winding up
  • Disputes: mediation, then online arbitration in English
  • Electronic signatures and counterparts

What a US bank reads in it

Banks and payment companies ask for the operating agreement when you open the LLC's account. They compare the members and percentages with the owners you declare, and look for who may open the account and sign on it. Write every name exactly as in the passport, in Latin letters, and use the same percentages you give the bank.

Next steps: which US banks take your LLC · get the EIN by fax.

Questions

Every state's LLC law lets the members adopt one, and a few require it: New York requires a written agreement, adopted no later than 90 days after the articles are filed (N.Y. LLC Law § 417(a), (c)), and Missouri requires the members to adopt one (Mo. Rev. Stat. § 347.081). Elsewhere it is optional by law — but banks and payment companies ask for it when you open the business account.

No. No state takes the operating agreement for filing. Keep the signed copy with the company's records and give it to the bank when it asks.

It needs one more than anyone: without a successor clause, the LLC can lose its only member at death and the family may not be able to run it or reach its bank account. The single-member version names that person.

Yes. Under the federal E-SIGN Act a contract can't be denied effect only because it was signed electronically (15 U.S.C. § 7001(a)), and an operating agreement isn't one of the exceptions in § 7003. If you need an apostille for a bank or a tax office abroad, sign on paper before a notary.

Pick the one written in your articles of organization (some states ask on the filing). Member-managed: the owners run the company. Manager-managed: a named manager runs it and the members only vote on the big decisions. Most small LLCs are member-managed.

Write your name in Latin letters exactly as in your passport — banks reject documents that don't match. The agreement also treats US tax withheld for a foreign partner as paid to that partner, so the other members aren't short-changed.

No. It is a template filled in with your answers and written to work with every state's LLC act. For unusual deals — investors, different classes of shares, profit shares for employees — have a lawyer in your state review it.

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