LLC Operating Agreement Requirements in District of Columbia
At a glance
| Governing law and document name | Uniform Limited Liability Company Act of 2010; 'operating agreement' (D.C. Code §§ 29-801.01, 29-801.02(10)) |
|---|---|
| Required or optional | Optional; the agreement governs chosen matters and Chapter 8 governs gaps (§ 29-801.07(a)–(b)) |
| Permitted form and signatures | Oral, in a record, implied, or any combination; includes a sole member; no general agreement signature, witness, acknowledgment, or notary rule (§ 29-801.02(10)) |
| Adoption timing and effect | No general deadline; prospective initial members or one intended member may set terms that become the agreement upon formation (§§ 29-801.08(c), 29-802.01(d)) |
| Single member and assent | Sole-member agreement recognized; the LLC is bound without assent, each later member is deemed to assent, and postformation admission follows the agreement or unanimous consent (§§ 29-801.02(10), 29-801.08, 29-804.01) |
| Management and authority defaults | Member-managed unless the agreement selects manager management; equal management rights, majority ordinary decisions, unanimity outside the ordinary course; membership alone creates no agency, but a statement of authority may bind outsiders (§§ 29-803.01 to -803.02, 29-804.07) |
| Voting, economic, and transfer defaults | Equal management votes and equal distributions; later member admission defaults to unanimity; transfer gives distributions only and not management or ordinary information rights (§§ 29-804.01, 29-804.04, 29-804.07, 29-805.02) |
| Nonwaivable rules and duties | Cannot eliminate good faith, protected court dissolution, filing/registered-agent rules, outsider rights, or liability for bad faith, intentional misconduct, or knowing illegality; loyalty/care changes face manifest-unreasonableness and misconduct floors, and information rights cannot be unreasonably restricted (§§ 29-801.07, 29-804.09 to -804.10, 29-807.01) |
| Amendment, filing, and records | Default unanimous amendment; required nonparty approval or condition is enforced; agreement prevails internally over a conflicting filing, while reasonable outsider reliance favors the filing; certificate—not agreement—is filed, and members inspect material company records (§§ 29-801.09, 29-802.01, 29-804.07(b)(5), 29-804.10) |
Requirements one by one
Governing law and document name
D.C. Code § 29-801.01 calls Chapter 8 the Uniform Limited Liability Company Act of 2010. D.C. Code § 29-801.02(10) defines an operating agreement by substance rather than label and includes oral, recorded, implied, and combined arrangements among all members, including a sole member.
Required or optional
D.C. does not require an ordinary LLC to adopt an agreement. Under § 29-801.07(a), the agreement governs the internal subjects it addresses; subsection (b) makes Chapter 8 govern any gap.
Permitted form and signatures
D.C. Code § 29-801.02(10) recognizes an agreement that is oral, in a record, implied, or any combination. Because oral and implied terms qualify, the Act does not impose a general agreement signature, witness, acknowledgment, or notarization requirement.
A separate law can still require a signed or recorded instrument for a particular promise or transaction.
Adoption timing and effect
D.C. Code § 29-801.08(c) expressly validates preformation terms. Intended initial members may agree that their terms become the operating agreement upon formation; one intended sole member may assent to terms with the same effect.
Under § 29-802.01(d), formation occurs when the Mayor files the effective certificate of organization and at least one person becomes a member. The Act states no separate deadline for adopting later terms.
Single member and assent
The definition in § 29-801.02(10) expressly includes a sole member. D.C. Code § 29-801.08 binds the LLC whether or not the company manifested assent and deems every person who becomes a member to assent to the agreement.
For postformation admission, § 29-804.01(c) follows the agreement. If it provides no route and no statutory transaction applies, admission defaults to the consent of all members.
Management and authority defaults
D.C. Code § 29-804.07 defaults to member management unless the agreement uses manager-managed or similar language. Members have equal management rights; a majority decides ordinary-course disagreements, while acts outside the ordinary course and default agreement amendments require all members.
Internal management does not create automatic outsider authority. D.C. Code § 29-803.01 says membership alone is not agency. Under § 29-803.02, the LLC may file a statement granting or limiting a position's or person's authority, including authority over real-property transfers.
Voting, economic, and transfer defaults
The default management vote is one member, one vote under § 29-804.07. D.C. Code § 29-804.04 makes interim distributions equal among members and dissociated members, subject to transfers and charging orders. The agreement may replace those internal defaults.
D.C. Code § 29-805.02 separates economics from governance. A transferee receives the assigned distributions but does not automatically gain management or ordinary information rights. Admission as a member follows § 29-804.01 and defaults to unanimous member consent when the agreement supplies no route. D.C. Code § 29-804.05 separately bars a distribution that would leave the company unable to pay ordinary-course debts or fail the statutory balance-sheet test.
Nonwaivable rules and duties
D.C. Code § 29-801.07 states the contract boundary. The agreement may, if not manifestly unreasonable, restrict or eliminate specified loyalty aspects, alter care without authorizing willful or intentional misconduct or knowing illegality, and alter or eliminate other fiduciary duties under § 29-801.07(d).
It cannot eliminate the contractual good-faith obligation, unreasonably restrict § 29-804.10 information rights, vary protected Superior Court dissolution grounds, impair protected outsider rights, change registered-agent or Mayor-filing rules, or exonerate bad faith, willful or intentional misconduct, or knowing illegality. D.C. Code § 29-804.09 supplies the underlying loyalty, care, and good-faith duties, while § 29-807.01 preserves court relief.
Amendment, filing, and records
D.C. Code § 29-804.07(b)(5) defaults agreement amendments to unanimous member consent. D.C. Code § 29-801.09(a) also enforces a required nonparty approval or condition.
The private agreement is not the formation filing; § 29-802.01 requires a certificate of organization. If another effective filing conflicts with the agreement, § 29-801.09(d) makes the agreement control among insiders while an outsider who reasonably relies on the filing may use the filed record.
Because the agreement can be oral or implied, the Act does not require a universal written copy. D.C. Code § 29-804.10 instead gives members access to company-maintained records material to their rights and duties, with manager-managed and dissociated-member procedures stated separately.
What trips people up
A signed paper is not required for the agreement itself. Oral and implied terms can qualify, although proving them and satisfying transaction-specific writing rules are separate questions.
Equal management does not mean automatic agency. Members have equal internal management rights by default, but membership alone does not authorize a person to bind the LLC.
A filed record can beat the private agreement for an outsider. The agreement controls internally, while a reasonably relying outsider may use the conflicting effective filing.
Common questions
Can a D.C. LLC choose a nonmember manager? Yes. D.C. Code § 29-804.07(c)(6) says a person need not be a member to be a manager.
How long does a filed statement of authority last? Unless canceled sooner, § 29-803.02(j) cancels it by operation of law five years after the statement or its latest amendment becomes effective.
Can a former member obtain information from the membership period? Yes. D.C. Code § 29-804.10(c) permits access after a 10-day record demand when the information concerns that period and the statutory good-faith and purpose conditions are met.
Must oppression always end in dissolution? No. D.C. Code § 29-807.01(b) permits the Superior Court to order another remedy in an oppression proceeding.
Statutes and sources
- D.C. Code §§ 29-801.01 to 29-801.02 — Act name and agreement definition. https://code.dccouncil.gov/us/dc/council/code/sections/29-801.02 (accessed 2026-07-27)
- D.C. Code §§ 29-801.07 to 29-801.09 — agreement scope, limits, assent, preformation terms, amendments, and filed-record conflicts. https://code.dccouncil.gov/us/dc/council/code/sections/29-801.07 (accessed 2026-07-27)
- D.C. Code § 29-802.01 — certificate filing and formation. https://code.dccouncil.gov/us/dc/council/code/sections/29-802.01 (accessed 2026-07-27)
- D.C. Code §§ 29-803.01 to 29-803.02 — no member agency and statements of authority. https://code.dccouncil.gov/us/dc/council/code/sections/29-803.02 (accessed 2026-07-27)
- D.C. Code §§ 29-804.01, 29-804.04 to 29-804.05, 29-804.07, and 29-804.09 to 29-804.10 — admission, distributions, management, duties, and information. https://code.dccouncil.gov/us/dc/council/code/titles/29/chapters/8/subchapters/IV (accessed 2026-07-27)
- D.C. Code § 29-805.02 — transfer of economic rights without management. https://code.dccouncil.gov/us/dc/council/code/sections/29-805.02 (accessed 2026-07-27)
- D.C. Code § 29-807.01 — dissolution, no-member rescue, and court remedies. https://code.dccouncil.gov/us/dc/council/code/sections/29-807.01 (accessed 2026-07-27)
Source links
Every statute quoted above, linked, with the date we checked it.
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