Operating Agreement Template for a Single Member Llc

SINGLE-MEMBER LIMITED LIABILITY COMPANY OPERATING AGREEMENT

DOCUMENT ID: CORP-LLC-SM-001
EFFECTIVE DATE: [Effective Date]
VERSION: 4.2
GOVERNING JURISDICTION: State of [State of Organization]

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

CRITICAL LEGAL NOTICE: This Single-Member Limited Liability Company Operating Agreement is an institutional-grade legal instrument drafted for a domestic, manager-managed or member-managed limited liability company. Operating requirements, fiduciary duties, and default statutory rules vary significantly across jurisdictions pursuant to individual state Limited Liability Company Acts. Execution of this document establishes internal governance rules and operational parameters. Legal counsel, tax advisors, and corporate compliance officers should review this instrument prior to execution to ensure alignment with specific state statutory requirements, federal tax classifications (including default disregarded entity status or corporate elections), and asset protection strategies.

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2. PARTIES & RECITALS

This Single-Member Limited Liability Company Operating Agreement (the "Agreement") is entered into and made effective as of the [Effective Date], by and between the sole member (the "Member") and [Company Full Legal Name], a limited liability company organized and existing under the laws of the State of [State of Organization] (the "Company").

WHEREAS, the Member has formed a single-member limited liability company under the laws of the State of [State of Organization] by filing the Articles of Organization with the Secretary of State on [Date of Filing]; and

WHEREAS, the Member desires to adopt this Agreement for the governance of the Company, the management of its business operations, and the definition of the rights, duties, and obligations of the Member pursuant to the [State] Limited Liability Company Act;

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member agrees as follows:

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3. EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

SECTION 1: COMPANY FORMATION, NAME, AND PRINCIPAL PLACE OF BUSINESS

1.1 Formation. The Company has been organized as a limited liability company by the filing of the Articles of Organization with the Secretary of State of the State of [State of Organization] on [Date of Filing], in accordance with the provisions of the [State] Limited Liability Company Act (the "Act"). 1.2 Name. The name of the Company is [Company Full Legal Name], and all business of the Company shall be conducted under that name or such other trade names as the Member may select and approve in compliance with applicable law. 1.3 Principal Place of Business. The principal place of business and office of the Company shall be located at [Principal Address], or such other location as the Member may determine from time to time upon written notice to the appropriate state authorities. 1.4 Registered Agent and Office. The name and address of the registered agent for service of process in the State of [State of Organization] is [Registered Agent Name], located at [Registered Agent Address]. 1.5 Term. The term of the Company shall be perpetual unless and until dissolved in accordance with the provisions of this Agreement or the Act. 1.6 Purpose. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Act, and to exercise all powers necessary or convenient to the conduct, promotion, or attainment of the business of the Company.

SECTION 2: CAPITAL CONTRIBUTIONS, CAPITAL ACCOUNTS, AND INTERESTS

2.1 Initial Capital Contribution. The Member has contributed to the Company cash, property, or services valued in the amount of [Amount in USD] (the "Capital Contribution") as full payment for the entire membership interest in the Company. The receipt of such contribution is hereby acknowledged by the Company. 2.2 Membership Interest. The Member shall own a one hundred percent (100%) single membership interest in the Company, representing all voting rights, economic rights, capital rights, and rights to allocations of profits and losses. 2.3 Additional Capital Contributions. The Member is not required to make any additional capital contributions to the Company. However, the Member may make additional capital contributions from time to time as the Member deems necessary or advisable for the operations of the Company. No additional contributions shall increase the percentage of membership interest unless explicitly documented via an amendment to this Agreement. 2.4 Capital Accounts. A separate capital account shall be maintained for the Member in accordance with United States Treasury Regulation Section 1.704-1(b)(2)(iv). The capital account shall be credited with the Member’s initial and subsequent capital contributions, allocated shares of company profits, and any liabilities of the Company assumed by the Member. It shall be debited with distributed cash and property, allocated shares of company losses, and any liabilities of the Member assumed by the Company. 2.5 Liability of Member. The Member shall not be personally liable for any debts, obligations, or liabilities of the Company solely by reason of being a member or manager, except as otherwise provided by the Act or expressly agreed to in writing by the Member.

SECTION 3: ALLOCATIONS AND DISTRIBUTIONS

3.1 Allocation of Profits and Losses. All net profits, net losses, gains, deductions, and credits of the Company shall be allocated one hundred percent (100%) to the Member. 3.2 Distributions. Subject to Section 3.3 and applicable provisions of the Act, distributions of cash or other assets shall be made at such times and in such amounts as determined solely by the Member. 3.3 Limitations on Distributions. No distribution shall be made if, after giving effect to the distribution:

• (a) The Company would not be able to pay its debts as they become due in the usual course of business; or
• (b) The total assets of the Company would be less than the sum of its total liabilities plus the amount that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of members whose preferential rights are superior to those receiving the distribution.

SECTION 4: MANAGEMENT AND GOVERNANCE

4.1 Management Structure. The Company shall be [Select: Member-Managed / Manager-Managed]. If managed by the Member, the business and affairs of the Company shall be managed exclusively by the sole Member. If managed by a Manager, the management of the Company shall be vested in a Manager appointed by the Member, who need not be a member. 4.2 Authority of the Member / Manager. The Member (or designated Manager) shall have full, complete, and exclusive authority, power, and discretion to manage and control the business, property, and affairs of the Company, to make all decisions regarding those matters, and to bind the Company to contracts, obligations, and legal instruments. 4.3 Delegation of Authority. The Member may, from time to time, delegate specific duties, operational oversight, and execution authorities to officers, employees, or agents of the Company through explicit corporate resolutions or power of attorney instruments. 4.4 Liability Protection and Indemnification of Management. The Member, Manager, and any officers or agents of the Company shall not be liable to the Company for monetary damages for breach of fiduciary duty arising from acts or omissions, except for acts involving intentional misconduct, fraud, or a knowing violation of law.

SECTION 5: BANKING, BOOKS, RECORDS, AND TAXATION

5.1 Bank Accounts. The Member is authorized to establish one or more bank accounts in the name of the Company with such financial institutions as the Member selects. All funds of the Company shall be deposited therein and shall not be commingled with the personal funds of the Member. 5.2 Books and Records. The Company shall maintain accurate books and records of its accounts, financial transactions, and minutes of proceedings at its principal place of business. The records shall include a current list of the full name and last known business address of the Member, copies of the Articles of Organization, this Agreement, and federal, state, and local tax returns for the three most recent years. 5.3 Fiscal Year. The fiscal year of the Company shall begin on the 1st day of January and end on the 31st day of December of each calendar year. 5.4 Tax Status. For federal income tax purposes, the Company shall be treated as a disregarded entity (sole proprietorship) pursuant to United States Treasury Regulations Section 301.7701-3, unless the Member affirmatively elects to have the Company taxed as a corporation by filing Form 8832 or Form 2553 with the Internal Revenue Service. The Member shall execute all documents required to implement such tax status.

SECTION 6: DISSOLUTION, LIQUIDATION, AND TERMINATION

6.1 Dissolution Events. The Company shall dissolve upon the occurrence of any of the following events:

• (a) The written determination of the Member to dissolve the Company;
• (b) The entry of a decree of judicial dissolution under the Act; or
• (c) Any other event causing a dissolution of the Company under the laws of the State of [State of Organization]. 6.2 Liquidation. Upon dissolution of the Company, the Member (or a designated liquidating trustee) shall proceed to wind up the business and affairs of the Company. The assets of the Company shall be applied in the following order of priority:
• (a) To the payment and discharge of all claims and obligations of the Company to creditors, including expenses of liquidation;
• (b) To the setting up of any reserves which the Member reasonably determines are necessary for contingent or unforeseen liabilities or obligations of the Company; and
• (c) To the Member, any remaining assets in cash or in kind, distributed in proportion to the Member’s capital account. 6.3 Articles of Dissolution. Upon completion of the liquidation of the Company, the Member shall file Articles of Dissolution with the Secretary of State of the State of [State of Organization] in accordance with the Act.

SECTION 7: AMENDMENTS AND MISCELLANEOUS PROVISIONS

7.1 Amendments. This Agreement may be amended, modified, or altered only through a written instrument executed by the sole Member. No oral modifications or modifications implied by course of conduct shall possess any legal force or effect. 7.2 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect. 7.3 Governing Law. This Agreement, and all claims or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to this Agreement, shall be governed by, enforced under, and construed in accordance with the laws of the State of [State of Organization], without regard to its conflict of laws principles. 7.4 Entire Agreement. This Agreement, together with the Articles of Organization, constitutes the sole and entire agreement of the Member with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 7.5 Binding Effect. This Agreement shall be binding upon and shallure to the benefit of the Member and their respective heirs, legal representatives, successors, and permitted assigns.

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4. EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the sole Member has executed this Single-Member Limited Liability Company Operating Agreement as of the Effective Date first written above.

FOR [COMPANY FULL LEGAL NAME]:

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

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Review Bracketed Placeholders: Open this document in Microsoft Word, Google Docs, or a compatible text processor. Locate all bracketed terms (e.g., [Company Full Legal Name], [State of Organization], [Effective Date], [Amount in USD]) and replace them with verified legal details.
2. Verify State Consistency: Ensure that the State of Organization designated in Section 1.1 matches the state where the Articles of Organization were officially filed and accepted.
3. Determine Management Structure: In Section 4.1, explicitly select either "Member-Managed" or "Manager-Managed". Delete the unselected option and clear formatting brackets.
4. Execution by Signatory: The sole Member must sign and date the signature block in Section 4. If a separate Manager is appointed, ensure the Manager also signs where applicable.
5. Digital Signature Integration: For electronic execution via DocuSign, Adobe Sign, or equivalent platforms, route the finalized document to the Member's verified electronic address with audit-trail logging enabled.
6. Record Retention: Store the executed Agreement in the Company’s official binder, records book, and secure cloud corporate repository. A physical copy must be maintained at the Company's principal place of business.