Simple Operating Agreement Template for Single Member Llc

SINGLE-MEMBER LIMITED LIABILITY COMPANY OPERATING AGREEMENT

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

STATUTORY & LEGAL COMPLIANCE NOTICE

This Operating Agreement is intended to be a legally binding contract. The sufficiency of this document depends upon the specific statutes of the governing jurisdiction (e.g., Delaware, Wyoming, etc.). The user acknowledges that the execution of this document does not constitute the formation of an LLC; formal filing with the Secretary of State (Articles of Organization) is a prerequisite. Legal counsel should be consulted to ensure compliance with local tax and corporate statutes.

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1. PARTIES & RECITALS

This Operating Agreement (the "Agreement") is entered into by [Member Full Legal Name] (the "Member"), residing at [Member Principal Address], regarding the formation and operation of [Company Full Legal Name] (the "Company"), a Limited Liability Company organized under the laws of [State of Organization].

WHEREAS, the Member desires to form the Company to carry on any lawful business for which a limited liability company may be organized under the laws of the State of [State of Organization].

2. FORMATION & PURPOSE

The Company has been formed by the filing of Articles of Organization with the Secretary of State. The purpose of the Company is to engage in any lawful business, trade, or activity allowed under the laws of the jurisdiction of organization.

3. CAPITAL CONTRIBUTIONS

The Member has contributed $[Amount in USD] to the Company as an initial capital contribution. The Member shall have no obligation to make additional capital contributions unless otherwise agreed in writing.

4. ALLOCATION OF PROFITS AND LOSSES

All profits and losses of the Company shall be allocated entirely to the Member for federal and state tax purposes.

5. MANAGEMENT & AUTHORITY

The Company shall be managed by the Member. The Member shall have the authority to bind the Company in all matters, including entering into contracts, incurring debt, and disposing of Company assets. The Member may appoint officers or agents to act on behalf of the Company as deemed necessary.

6. DISTRIBUTIONS

The Member may determine, in their sole discretion, the timing and amount of distributions of cash or other assets to the Member, subject to the solvency requirements of the governing state law.

7. INTELLECTUAL PROPERTY & WORK MADE FOR HIRE

All work product, inventions, designs, and intellectual property created by the Member or any employees/contractors of the Company in connection with Company business shall be deemed "work made for hire" and shall be the sole and exclusive property of the Company.

8. LIMITATION OF LIABILITY & INDEMNIFICATION

To the maximum extent permitted by the laws of [State of Organization], the Member shall not be personally liable for any debt, obligation, or liability of the Company solely by reason of being a member. The Company shall indemnify the Member to the fullest extent permitted by law against all losses, expenses, and damages arising from the Member’s performance of duties on behalf of the Company.

9. CONFIDENTIALITY

The Member agrees to protect the proprietary and confidential information of the Company. This obligation survives the dissolution of the Company.

10. DISSOLUTION

The Company shall be dissolved upon the written decision of the Member. Upon dissolution, the assets of the Company shall be liquidated, and the proceeds shall be applied to satisfy Company liabilities before any remaining assets are distributed to the Member.

11. GOVERNING LAW & DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of [State of Organization]. Any dispute arising out of this Agreement shall be settled by binding arbitration in [County, State] in accordance with the rules of the American Arbitration Association.

12. MISCELLANEOUS

• Entire Agreement: This document constitutes the entire agreement between the parties and supersedes all prior understandings.
• Severability: If any provision of this Agreement is held invalid, the remainder shall continue in full force and effect.
• Amendments: This Agreement may only be amended by a written instrument signed by the Member.

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13. EXECUTION & FORMAL SIGNATURE BLOCKS

FOR [COMPANY FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: Sole Member Company: [Company Full Legal Name] Date: [Date]

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14. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Information Completion: Open this document in your preferred word processor. Use the "Find and Replace" function to locate all bracketed fields (e.g., [State of Organization]) and replace them with the correct factual information. Ensure currency amounts are formatted as USD.
2. Review: Cross-reference the "Governing Jurisdiction" with your Articles of Organization filed with the Secretary of State. They must match exactly.
3. Execution:
   • Physical: Print two copies. The Member signs both. Keep one in the Company’s "Minute Book" or permanent record file.
   • Digital: Upload the finalized PDF to a secure digital signature platform (DocuSign, Adobe Sign, or HelloSign). Ensure the "Audit Trail" feature is enabled to verify the signatory’s identity.
4. Authority: Ensure the individual signing holds the legal authority to bind the entity. In a Single-Member LLC, this is typically the Member or the Manager.
5. Record Retention: This document is the foundational record of your LLC. Store the executed original in a fireproof or encrypted digital environment. It may be required by financial institutions when opening a business bank account or by the IRS during an audit.