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The LLC operating agreement, explained
Your operating agreement says who owns the LLC, who runs it and how decisions get made. Here is what it covers, when it's required, and how you get one free with your LLC.
What an operating agreement is
An operating agreement is the LLC's own rulebook, signed by its members. It records who owns the company and in what shares, who manages it, what each member put in, and how decisions get made. The state doesn't write it for you and, in most states, you don't file it with the state. You keep it with your company records.
Why it matters, even with one member
It shows that the LLC is a separate business with its own rules, which helps keep your business and personal affairs apart. Some banks ask to see it when you open a business account. With two or more members, it settles questions about ownership and control before they turn into arguments.
States that require one
A few states require an LLC to have an operating agreement. New York's LLC Law (section 417) says the members must adopt a written operating agreement, before, when, or within 90 days after the Articles of Organization are filed. Other states leave it up to you, but having one is good practice everywhere.
What ours includes
- Your LLC's name, state and formation date.
- Each member, with their ownership percentage and what they contributed.
- Whether the members manage the company or a manager does, and who that manager is.
- Your business address.
It comes free with every LLC order. When the state approves your LLC, the email with your approved documents includes a link to your operating agreement as a PDF.
When to get a lawyer
A standard agreement suits most single member and simple multi member LLCs. If your members have unequal roles, investors, vesting, buyout terms or special profit splits, have an attorney review it. We're a filing service, not a law firm, and we don't give legal advice.
Sources checked October 2026: New York LLC Law section 417
FAQ
Questions, answered
Do I need an operating agreement for a single member LLC?
Most states don't require one, though New York does. Even when it's optional, it's useful: it shows the LLC is separate from you, and some banks ask for it when you open a business account.
Do I file the operating agreement with the state?
Usually not. It's an internal document that the members sign and keep with the company records.
Is the operating agreement included?
Yes. It's free with every LLC order, which costs $99 plus the state fee at cost.
When do I get it?
With your approved documents, after the state approves your LLC. The documents email includes a link to download it as a PDF.
Can I change it later?
Yes. The members can amend it at any time by signing a new version or an amendment, following whatever process the agreement itself sets.