Operating Agreement Template Rocket Lawyer

SINGLE-MEMBER LIMITED LIABILITY COMPANY OPERATING AGREEMENT

DOCUMENT CONTROL

• Effective Date: [Date]
• Document Version: 2026.1
• Jurisdiction / Governing Law: State of [State of Formation]
• Entity Name: [Company Name], LLC

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1. LEGAL NOTICE & DISCLAIMER

CRITICAL LEGAL NOTICE: This Operating Agreement is a foundational corporate document designed for a single-member limited liability company. Execution of this document establishes a binding legal contract between the Member and the Company. Because corporate governance and tax laws vary significantly by jurisdiction ([State of Formation]), and because legal needs depend on specific operational, financial, and tax circumstances, the user is advised to retain qualified legal and tax counsel prior to execution. This document is provided on an "as-is" basis without representation or warranty of merchantability or fitness for a particular purpose.

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2. PARTIES & DEFINITIONS

This Operating Agreement (the "Agreement") is entered into and made effective as of [Date] (the "Effective Date"), by and between [Company Name], LLC, a limited liability company organized under the laws of the State of [State of Formation] (the "Company"), and [Full Legal Name of Sole Member], residing at [Member Street Address, City, State, Zip], being the sole member of the Company (the "Member").

2.1 Definitions

• "Articles of Organization" means the articles of organization of the Company filed with the Secretary of State of the State of [State of Formation], as amended or restated from time to time.
• "Code" means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).
• "Company" means [Company Name], LLC.
• "Majority of Members" means Member(s) holding more than fifty percent (50%) of the total voting power of all Members. (Note: Applicable if converted to a multi-member LLC).
• "Member" means [Full Legal Name of Sole Member] and any person admitted as an additional or substitute member of the Company in accordance with this Agreement and the Act.
• "Act" means the Limited Liability Company Act of the State of [State of Formation], as amended from time to time.
• "Interest" means the Member’s entire ownership interest in the Company, including economic rights, voting rights, and rights to information under the Act and this Agreement.

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3. OPERATIVE CLAUSES & TERMS

SECTION 1: COMPANY FORMATION AND GOVERNANCE

1. Formation: The Company was formed as a limited liability company on [Date of Filing] by filing the Articles of Organization with the Secretary of State of the State of [State of Formation].
2. Name: The name of the Company is [Company Name], LLC.
3. Principal Place of Business: The principal office and place of business of the Company shall be located at [Principal Office Address], or such other place as the Member may designate from time to time.
4. Registered Agent: The name and address of the registered agent for service of process in the State of [State of Formation] is [Registered Agent Name] at [Registered Agent Address].
5. Term: The term of the Company shall be perpetual unless dissolved in accordance with the provisions of this Agreement or the Act.
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.
7. Management: The Company shall be Member-Managed. The Member shall have sole and exclusive authority to manage, control, and operate the business affairs of the Company, subject to the terms of this Agreement and the Act.

SECTION 2: CAPITAL CONTRIBUTIONS & CAPITAL ACCOUNTS

1. Initial Contribution: The Member has contributed cash, property, or services to the Company in the amount of [$ Initial Contribution Amount] (or specific description of non-cash assets: [Description of Assets]), in exchange for 100% of the Interest in the Company.
2. Additional Contributions: The Member is not required to make any additional capital contributions to the Company. However, the Member may make voluntary capital contributions from time to time as the Member deems necessary for the conduct of Company business.
3. 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).
4. 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.

SECTION 3: PROFITS, LOSSES, AND DISTRIBUTIONS

1. Allocation of Profits and Losses: All net profits and net losses of the Company shall be allocated one hundred percent (100%) to the Member.
2. Distributions: Distributions of cash or other assets shall be made at such times and in such amounts as determined exclusively by the Member, subject to the limitations of the Act.
3. Limitation on Distributions: No distribution shall be made if, after giving effect to the distribution, the liabilities of the Company would exceed the fair value of the Company's assets.

SECTION 4: BOOKS, RECORDS, AND TAX MATTERS

1. Books and Records: The Company shall maintain accurate books and records of its accounts and financial transactions at its principal place of business.
2. Fiscal Year: The fiscal year of the Company shall begin on January 1 and end on December 31.
3. Tax Designation: For federal and state income tax purposes, the Company shall be treated as a disregarded entity (sole proprietorship) unless the Member elects to have the Company taxed as a corporation by filing Form 8832 with the Internal Revenue Service.

SECTION 5: DISSOLUTION, LIQUIDATION, AND TERMINATION

1. Events of Dissolution: The Company shall dissolve upon the written decision of the Member, the entry of a decree of judicial dissolution, or the occurrence of any event that makes it unlawful to continue the business. The bankruptcy, death, dissolution, resignation, or incapacity of the Member shall not cause dissolution if the Member's successor-in-interest continues the Company in accordance with the Act.
2. Liquidation: Upon dissolution, the Company shall wind up its affairs. Its assets shall be applied first to pay creditors, and any remaining assets shall be distributed to the Member.

SECTION 6: GENERAL PROVISIONS

1. Amendments: This Agreement may be amended, modified, or changed only through a written instrument executed by the Member.
2. Governing Law: This Agreement, and all rights and remedies arising hereunder, shall be governed by, construed, and enforced in accordance with the laws of the State of [State of Formation].
3. Severability: If any provision of this Agreement is held to be invalid or unenforceable, 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.
4. Entire Agreement: This Agreement constitutes the entire agreement between the Member and the Company with respect to the subject matter hereof and supersedes all prior agreements and understandings.

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4. EXECUTION & SIGNATURES BLOCK

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

MEMBER:

Signature: __________________________________________________ Printed Name: [Full Legal Name of Sole Member] Title: Sole Member / Managing Member Date: [Date]

COMPANY:

[Company Name], LLC

By: __________________________________________________ Printed Name: [Full Legal Name of Sole Member] Title: Authorized Representative / Managing Member Date: [Date]

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5. STEP-BY-STEP EXECUTION GUIDE

1. Review and Verification: Verify that all placeholder bracketed fields (e.g., [Company Name], [State of Formation], [Date]) are accurately completed to match your state filing records and organizational intentions.
2. Execution: Print two (2) original copies of this Agreement. The Sole Member must sign and date the signature blocks for both the Member capacity and the Company capacity.
3. Notarization (Optional / Recommended): While not universally required for single-member LLCs, having the signature acknowledged before a Notary Public provides heightened evidentiary proof of execution and corporate authority.
4. Corporate Records Storage: Place one fully executed original in the Company's official Corporate Records Book (Minute Book) maintained at the principal place of business. Provide the second copy to the Member's personal and tax records.
5. Post-Execution Operations: Ensure the Company maintains a dedicated business bank account using its Federal Employer Identification Number (EIN). Do not commingle personal and corporate funds, as doing so may jeopardize the liability protection (corporate veil) established by this Agreement and the Act.