Operating Agreement Template for Single Member Llc

OPERATING AGREEMENT FOR A SINGLE-MEMBER LIMITED LIABILITY COMPANY

Document ID: LLC-SM-2024-001
Effective Date: [Effective Date]
Governing Jurisdiction: [State of Formation]
Version: 1.0

LEGAL DISCLAIMER

This document is a template provided for informational purposes only and does not constitute formal legal advice. Laws governing Limited Liability Companies (LLCs) vary significantly by jurisdiction. Users are strictly advised to consult with qualified legal counsel in the state of formation to ensure compliance with local statutes, tax codes, and specific business requirements before execution.

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 a Certificate of Formation with the Secretary of State on [Date of Formation].
1.2 Name. The name of the Company is [Company Full Legal Name].
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 shall be [Registered Agent Name], located at [Registered Agent Address].
1.5 Term. The term of the Company shall be perpetual unless dissolved in accordance with this Agreement.

ARTICLE II: MEMBERSHIP AND CAPITAL

2.1 Member. The sole member is [Client Full Legal Name] ("Member").
2.2 Capital Contribution. The Member has contributed $[Amount in USD] in cash or property as an initial capital contribution.
2.3 Limited Liability. The Member shall not be personally liable for any debt, obligation, or liability of the Company solely by reason of being a member.
2.4 Withdrawal. The Member may withdraw from the Company at any time by providing written notice.

ARTICLE III: MANAGEMENT

3.1 Management. The Company shall be managed by the Member. The Member has the power to bind the Company and execute all documents on its behalf.
3.2 Officers. The Member may appoint officers (e.g., President, Secretary, Treasurer) who shall have the authority delegated by the Member.
3.3 Compensation. The Member may receive reasonable compensation for services rendered to the Company, as determined by the Member.

ARTICLE IV: TAX AND ACCOUNTING

4.1 Tax Classification. The Company shall be taxed as a disregarded entity unless the Member elects otherwise by filing appropriate forms with the IRS.
4.2 Fiscal Year. The fiscal year of the Company shall end on December 31.
4.3 Books and Records. The Company shall maintain accurate books and records of all business transactions.

ARTICLE V: DISTRIBUTIONS AND DISSOLUTION

5.1 Distributions. The Member may cause the Company to make distributions of cash or property at such times and in such amounts as the Member determines.
5.2 Dissolution. The Company shall dissolve upon the occurrence of: (a) the written election of the Member; (b) the entry of a decree of judicial dissolution; or (c) any other event requiring dissolution under state law.

ARTICLE VI: INDEMNIFICATION

The Company shall indemnify, defend, and hold harmless the Member from and against any and all losses, claims, damages, or liabilities arising out of or related to the Member's conduct in their capacity as a Member or Manager, to the fullest extent permitted by [State of Formation] law.

ARTICLE VII: MISCELLANEOUS

7.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State of Formation].
7.2 Entire Agreement. This Agreement constitutes the entire agreement between the Member and the Company and supersedes all prior understandings.
7.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable.
7.4 Amendments. This Agreement may only be amended by a written instrument signed by the Member.

EXECUTION

FOR [COMPANY FULL LEGAL NAME]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Company Legal Name]
Date: [Date]

FOR [MEMBER / CLIENT FULL LEGAL NAME]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Date: [Date]

STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting: Utilize a word processor to replace all [bracketed text] with your specific entity and personal details. Ensure the Governing Jurisdiction matches the state where your Articles/Certificate of Organization were filed.
2. Verification: Confirm that the name entered in [Company Full Legal Name] matches the Secretary of State’s records exactly (including suffix like "LLC" or "L.L.C.").
3. Execution:
   • Print two copies (one for company records, one for the member).
   • If using digital signature platforms (e.g., DocuSign, Adobe Sign), ensure "Audit Trail" or "Certificate of Completion" features are enabled to track the IP and time of signing.
4. Notarization: While not always required for Operating Agreements, having the signature witnessed by a Notary Public provides an extra layer of "self-authenticating" legal evidence in the event of future litigation.
5. Record Retention: Store the executed document in the Company’s "Minute Book" or official corporate binder. This document must be kept at the Principal Office address and be available for inspection as required by state law.
6. Periodic Review: Update the "Capital Contribution" or "Management" sections via a formal "Amendment to Operating Agreement" document whenever there is a change in capital structure or operational management.