Operating Agreement Template for Single Member Llc

SINGLE-MEMBER LIMITED LIABILITY COMPANY OPERATING AGREEMENT

Document ID: CORP-LLC-SM-202X-V1
Effective Date: [Effective Date]
Governing Jurisdiction: State of [State of Organization]

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STATUTORY & LEGAL COMPLIANCE NOTICE

CRITICAL LEGAL NOTICE: This document is an institutional-grade template for a Single-Member Limited Liability Company Operating Agreement. Operating agreements govern the internal affairs of a limited liability company and its sole member. While this instrument is drafted to comply with standard statutory frameworks across the United States, company laws vary significantly by jurisdiction. The Member should consult with qualified corporate counsel and verify the specific statutory requirements of the state of organization (e.g., publication requirements, mandatory indemnification provisions, or specific tax elections) prior to execution and filing.

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PARTIES & RECITALS

This Single-Member Limited Liability Company Operating Agreement (the "Agreement") is entered into and made effective as of [Effective Date] (the "Effective Date"), by and between the undersigned sole member (the "Member"):

• Company Name: [Company Full Legal Name], a limited liability company organized and existing under the laws of the State of [State of Organization] (the "Company").
• Principal Place of Business: [Principal Address]
• Sole Member: [Client Full Legal Name], residing at or having its principal place of business at [Principal Address] (the "Member").

RECITALS

WHEREAS, the Company was formed as a limited liability company on [Date of Formation] by the filing of Articles of Organization with the Secretary of State of the State of [State of Organization]; and

WHEREAS, the Member desires to adopt this Agreement to govern the management, operations, financial affairs, and dissolution of the Company in accordance with the [State of Organization] Limited Liability Company Act;

NOW, THEREFORE, in consideration of the mutual covenants, rights, and obligations 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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ARTICLE I: COMPANY FORMATION & BASIC PROVISIONS

Section 1.1 Formation

The Company has been organized as a limited liability company by filing Articles of Organization with the office of the Secretary of State of the State of [State of Organization] on [Date of Formation]. The rights and liabilities of the Member shall be determined pursuant to the [State of Organization] Limited Liability Company Act and this Agreement. To the extent this Agreement conflicts with any provisions of the Act that may be legally waived, this Agreement shall control.

Section 1.2 Name

The name of the Company is [Company Full Legal Name]. All business of the Company shall be conducted under this name or such other name(s) as the Member may select and approve, provided that appropriate fictitious business name filings are made where required by applicable law.

Section 1.3 Principal Office

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.

Section 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:

• Name: [Registered Agent Name]
• Address: [Registered Agent Street Address, City, State, Zip Code] The Member may change the registered agent or office by complying with the applicable statutory filing procedures of the State of [State of Organization].

Section 1.5 Term

The term of the Company shall be perpetual unless and until the Company is dissolved in accordance with the provisions of this Agreement or the laws of the State of [State of Organization].

Section 1.6 Purpose

The purpose of the Company is to engage in any and all lawful act(s) or activity(ies) for which limited liability companies may be formed under the laws of the State of [State of Organization]. The Company shall have all the powers necessary or convenient to carry out its business and purposes.

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ARTICLE II: CAPITAL CONTRIBUTIONS & FINANCIAL MATTERS

Section 2.1 Initial Capital Contributions

The Member has contributed, or shall contribute concurrently with the execution of this Agreement, cash, property, or services valued at $[Amount in USD] to the Company as an initial capital contribution. Such contribution represents one hundred percent (100%) of the initial ownership and membership interest in the Company.

Section 2.2 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 at their sole discretion to support the business operations, debt service, or expansion of the Company. No additional contributions shall increase any other membership interest, as a single member holds a one-hundred percent (100%) interest.

Section 2.3 Capital Accounts

A capital account shall be maintained for the Member in accordance with United States federal income tax accounting principles. The capital account shall be credited with the Member's capital contributions, allocations of company profits, and any income exempt from tax. It shall be debited with distributions made to the Member, allocations of company losses, and any expenditures that are neither deductible nor properly chargeable to capital.

Section 2.4 Liability of the 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. The liability of the Member shall be limited to the amount of capital contributions made, plus any undistributed profits of the Company, except as otherwise required by explicit provisions of applicable state law.

Section 2.5 Loans to the Company

The Member may, from time to time, advance funds to the Company as loans. Any such loan shall not be deemed a capital contribution, but rather a debt owed by the Company to the Member. Such loans shall bear interest at a commercially reasonable rate and shall be repayable upon such terms and conditions as agreed upon by the Company and the Member.

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ARTICLE III: PROFITS, LOSSES, AND DISTRIBUTIONS

Section 3.1 Allocation of Profits and Losses

All net profits and net losses of the Company (as computed for federal income tax purposes) shall be allocated one hundred percent (100%) to the Member.

Section 3.2 Distributions

The Member may declare and pay distributions of available cash from time to time, in the Member's sole discretion, provided that no distribution shall be made if, after giving effect to the distribution:

1. The Company would not be able to pay its debts as they become due in the usual course of business; or
2. 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 of other claims upon dissolution.

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ARTICLE IV: MANAGEMENT & GOVERNANCE

Section 4.1 Management Structure

The Company shall be Member-Managed. The Member shall have complete, exclusive, and full authority, power, and discretion to manage, control, and operate the business affairs of the Company, and to make all decisions regarding Company matters.

Section 4.2 Authority of the Member

The Member is an agent of the Company for the purpose of its business, and the actions of the Member taken in such capacity shall bind the Company. The Member is authorized to execute and deliver any contracts, deeds, mortgages, bonds, notes, leases, or other instruments on behalf of the Company.

Section 4.3 Officers

The Member may, from time to time, designate officers of the Company, such as a President, Chief Executive Officer, Treasurer, or Secretary, with such titles, duties, and authority as the Member shall determine. Officers shall serve at the pleasure of the Member and may be removed with or without cause at any time.

Section 4.4 Reliance by Third Parties

Third parties dealing with the Company are entitled to rely conclusively upon the power and authority of the Member (or any designated officer) as set forth in this Agreement or in a certificate of authority executed by the Member.

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ARTICLE V: TRANSFERS & ASSIGNMENTS OF INTERESTS

Section 5.1 Transferability of Membership Interest

The Member may sell, assign, transfer, pledge, mortgage, encumber, or otherwise dispose of (collectively, a "Transfer") all or any part of their membership interest in the Company at any time, voluntarily or involuntarily, without restriction.

Section 5.2 Admission of Transferee

If the Member transfers all of their membership interest to a single transferee, such transferee shall automatically be admitted as a substitute member of the Company upon execution of an instrument signifying agreement to be bound by the terms of this Agreement. Upon such admission, the transferring Member shall cease to be a member of the Company.

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ARTICLE VI: DISSOLUTION, LIQUIDATION, AND TERMINATION

Section 6.1 Dissolution

The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following:

1. The written determination of the Member to dissolve the Company;
2. The bankruptcy, death, dissolution, withdrawal, or incapacity of the Member, unless within ninety (90) days thereof, a successor member elects to continue the business of the Company; or
3. Entry of a decree of judicial dissolution under applicable state law.

Section 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 and distributed in the following order of priority:

1. To the payment and discharge of all debts and liabilities of the Company to creditors (including the Member if acting as a creditor);
2. To the setting up of any reserves that the Member reasonably deems necessary for contingent or unforeseen liabilities or obligations of the Company; and
3. To the Member, any remaining assets, in proportion to their respective capital account balances.

Section 6.3 Articles of Dissolution

Upon completion of the winding up 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.

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ARTICLE VII: INDEMNIFICATION & EXCULPATION

Section 7.1 Exculpation

The Member, and any managers, officers, or agents of the Company, shall not be liable to the Company for monetary damages for breach of any duty provided for in the Act, except to the extent such exemption from liability is expressly prohibited under applicable law.

Section 7.2 Indemnification

The Company shall indemnify, defend, and hold harmless the Member, and any officers, employees, or agents of the Company, from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and disbursements), judgments, fines, and settlements incurred in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, arising out of or relating to the conduct of the Company's business, provided that such person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Company.

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ARTICLE VIII: MISCELLANEOUS PROVISIONS

Section 8.1 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.

Section 8.2 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 of this Agreement shall remain in full force and effect.

Section 8.3 Entire Agreement

This Agreement constitutes the sole and entire agreement of the Member with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

Section 8.4 Amendments

This Agreement may be amended, modified, or supplemented only by a written instrument executed by the Member.

Section 8.5 Counterparts

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page by electronic transmission (such as PDF or digital signature platform) shall be effective as delivery of a manually executed counterpart.

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EXECUTION & SIGNATURE BLOCK

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 / Authorized Manager
Company: [Company Full Legal Name]
Date: [Date]

FOR [CLIENT FULL LEGAL NAME] (SOLE MEMBER):

Signature: _____________________________________
Printed Name: [Client Full Legal Name]
Title: Sole Member
Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Customization:

   • Open this document in Microsoft Word or Google Docs.
   • Use the "Find and Replace" function to update all bracketed fields (e.g., replace [Company Full Legal Name] with your actual LLC legal name, and [State of Organization] with the state where the LLC was formed).

2. Compliance Verification:

   • Confirm that the entity name matches the exact name listed on your approved Articles of Organization filed with the Secretary of State.
   • Verify that the Principal Address and Registered Agent details match current state filings.

3. Execution Procedure:

   • Print two copies of the finalized agreement, or upload the document to an enterprise-grade digital signature platform (such as DocuSign or Adobe Sign).
   • Ensure the Sole Member signs both as the authorized representative of the Company and in their individual capacity as the Sole Member.

4. Record Retention:

   • File the fully executed, original agreement in the Company's official corporate record book (Minute Book).
   • Maintain a digital copy in secure cloud storage. This document must be presented upon request to financial institutions when opening business bank accounts, securing loans, or executing commercial contracts. No state filing of this operating agreement is generally required, but it must be kept at the principal place of business.