Operating Agreement Sample Single Member Llc

SINGLE-MEMBER LIMITED LIABILITY COMPANY OPERATING AGREEMENT

Document ID: LLC-SM-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: [State of Formation]

LEGAL DISCLAIMER AND NOTICE

This Operating Agreement is a template provided for informational purposes only and does not constitute formal legal advice. Laws governing Limited Liability Companies vary significantly by jurisdiction. The user is strongly advised to consult with qualified legal counsel in the state of formation to ensure compliance with local statutes (e.g., the Revised Uniform Limited Liability Company Act). Execution of this document establishes a legal contract; verify all tax implications with a certified public accountant prior to filing.

ARTICLE I: ORGANIZATION

1.1 Formation. The Member has formed a Limited Liability Company (“Company”) under the laws of the State of [State of Formation] by filing Articles of Organization with the Secretary of State.
1.2 Name. The name of the Company is [Company Full Legal Name], LLC.
1.3 Principal Office. The principal office of the Company shall be located at [Principal Address].
1.4 Registered Agent. The registered agent for service of process is [Agent Name], located at [Agent Address].
1.5 Purpose. The purpose of the Company is to engage in any lawful act or activity for which an LLC may be formed under the laws of the governing jurisdiction.

ARTICLE II: MEMBERSHIP AND CAPITAL CONTRIBUTIONS

2.1 Member. The sole member is [Client Full Legal Name] ("Member").
2.2 Capital Contribution. The Member has contributed [Amount in USD] to the Company as an initial capital contribution.
2.3 Liability of Member. The Member shall not be personally liable for any debt, obligation, or liability of the Company solely by reason of being a member.

ARTICLE III: MANAGEMENT AND TAXATION

3.1 Management. The Company shall be managed by the Member. The Member has the power to bind the Company in the ordinary course of business.
3.2 Tax Status. The Company shall be taxed as a "disregarded entity" for federal and state income tax purposes unless the Member elects otherwise by filing Form 8832 with the IRS.

ARTICLE IV: DISTRIBUTIONS AND ALLOCATIONS

4.1 Distributions. Profits and losses shall be allocated to the Member. Distributions may be made at such times and in such amounts as determined by the Member, subject to the solvency requirements of the governing jurisdiction.

ARTICLE V: DISSOLUTION AND TERMINATION

5.1 Events of Dissolution. The Company shall be dissolved upon the decision of the Member, the entry of a decree of judicial dissolution, or the bankruptcy/death of the Member (subject to state law continuation rights).
5.2 Winding Up. Upon dissolution, the Member shall liquidate the Company’s assets, pay all creditors, and distribute remaining assets to the Member.

ARTICLE VI: MISCELLANEOUS PROVISIONS

6.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State of Formation].
6.2 Entire Agreement. This Agreement constitutes the entire agreement between the Member and the Company, superseding all prior discussions.
6.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed, and the remainder of the Agreement shall remain in full force and effect.
6.4 Amendments. No amendment to this Agreement shall be effective unless documented in writing and signed by the Member.

EXECUTION AND SIGNATURE BLOCKS

FOR [COMPANY FULL LEGAL NAME]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: Member
Company: [Company Full Legal Name]
Date: [Date]

STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Field Completion: Use "Find and Replace" in your word processor to populate all bracketed fields (e.g., [Company Full Legal Name]). Ensure the [State of Formation] matches the state where your Articles of Organization are filed.
2. Verification of Signatory Authority: As this is a single-member LLC, ensure the person signing is the person designated as the Member in the Articles of Organization. If you are acting via a Holding Company, ensure the signatory holds a Power of Attorney or Corporate Resolution to sign on behalf of that entity.
3. Execution:
   • Physical: Print two copies, sign in blue ink, and have both parties retain an original.
   • Digital: Use a platform such as DocuSign or Adobe Sign. Ensure the audit trail is saved alongside the signed PDF.
4. Record Retention: This document does not typically need to be filed with the Secretary of State (unless your specific state requires it). Store this securely in your corporate record book/digital vault. It is a critical document for opening business bank accounts and satisfying tax audits.
5. Ongoing Maintenance: If you add a second member, you must formally amend this document to convert it to a Multi-Member Operating Agreement to maintain legal compliance.