Operating Agreement Template for Sole Member Llc

OPERATING AGREEMENT: SINGLE-MEMBER LIMITED LIABILITY COMPANY

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

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STATUTORY & LEGAL COMPLIANCE NOTICE

This Operating Agreement is drafted for a single-member limited liability company. It is intended to establish the governance framework for the entity under the laws of the specified jurisdiction. Legal enforceability is contingent upon compliance with state-specific filing requirements, internal record-keeping, and the maintenance of the corporate veil. This document does not constitute individualized legal advice. Users are strongly advised to consult with local counsel to ensure conformity with state-specific statutes, particularly regarding tax elections (S-Corp vs. Disregarded Entity) and asset protection provisions.

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ARTICLE I: ORGANIZATION

1.1 Formation. The Member has formed a Limited Liability Company ("Company") under the laws of the State of [State] by filing Articles of Organization with the Secretary of State.

1.2 Name. The name of the Company shall be [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 Article VI.

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ARTICLE II: MEMBER INTEREST & CAPITAL CONTRIBUTIONS

2.1 Member. The sole member of the Company is [Member Name] (“Member”).

2.2 Capital Contribution. The Member has contributed [Amount in USD] in exchange for 100% of the ownership interest in the Company.

2.3 Liability. The Member’s liability for the debts, obligations, and liabilities of the Company shall be limited to the extent provided by the laws of the State of [State]. The Member shall not be personally liable for any debt, obligation, or liability of the Company solely by reason of being a member.

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ARTICLE III: MANAGEMENT & POWERS

3.1 Management. The Company shall be managed by the Member. The Member shall have the authority to bind the Company in all matters.

3.2 Authority. The Member is authorized to execute all instruments, contracts, and documents on behalf of the Company, including but not limited to, banking resolutions, real estate acquisitions, and service agreements.

3.3 Compensation. The Member shall receive such compensation as the Member deems appropriate, provided such distributions do not violate the solvency requirements under state law.

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ARTICLE IV: TAXATION & ACCOUNTING

4.1 Tax Classification. The Company shall be treated as a “disregarded entity” for federal and state income tax purposes unless the Member elects otherwise by filing Form 8832 with the Internal Revenue Service.

4.2 Fiscal Year. The fiscal year of the Company shall end on December 31 of each year.

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ARTICLE V: TRANSFERS & ADMISSION

5.1 Transfer of Interest. The Member may assign, pledge, or transfer all or any portion of the Member’s interest in the Company at their sole discretion.

5.2 Admission of Additional Members. The Member may admit additional members to the Company upon such terms and conditions as the Member determines, provided such admission is recorded in a written amendment to this Agreement.

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ARTICLE VI: DISSOLUTION

6.1 Dissolution Events. The Company shall dissolve upon: (a) the written election of the Member; (b) the entry of a decree of judicial dissolution; or (c) any other event requiring dissolution under the laws of the State of [State].

6.2 Liquidation. Upon dissolution, the Member shall liquidate the Company’s assets, pay all creditors, and distribute the remaining assets to the Member.

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ARTICLE VII: MISCELLANEOUS

7.1 Entire Agreement. This Agreement constitutes the entire agreement between the Member and the Company and supersedes all prior understandings.

7.2 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.

7.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State].

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EXECUTION & SIGNATURE BLOCK

FOR [COMPANY FULL LEGAL NAME]:

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

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting: Replace all bracketed text (e.g., [Company Full Legal Name]) with the specific details of your entity. Ensure the State of Organization matches the state where your Articles of Organization were filed.
2. Verification: Confirm that the name of the Company matches the exact legal name filed with the Secretary of State to prevent bank account opening discrepancies.
3. Signatory Authority: As the sole member, you possess total authority. Sign in your capacity as "Sole Member."
4. Digital Execution: Use an industry-standard platform such as DocuSign or Adobe Sign. These platforms provide an "Audit Trail" (Certificate of Completion), which acts as critical legal evidence of when and how the document was signed.
5. Record Retention:
   • Physical: Maintain the signed original in a corporate minute book.
   • Digital: Save the executed PDF in a secure, encrypted cloud repository.
   • Compliance: You are not required to file this Operating Agreement with the Secretary of State (in most jurisdictions), but it must be available for inspection by taxing authorities, banks, or courts upon request.
6. Periodic Review: Review this document annually to ensure the "Principal Address" or "Registered Agent" information remains current. If you change your address, file an amendment with the state.