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Ohio: LLC Operating Agreement Requirements

verified against the statute 2026-07-26 16 statute sources

The short answer

Ohio does not require a domestic LLC to adopt an operating agreement. Members may make a written or oral agreement, while a sole member's declaration must be written; if the agreement is silent, the Ohio Revised Limited Liability Company Act supplies member-direction, per-member voting, equal-distribution, admission, transfer, amendment, duty, and records defaults subject to statutory limits.

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This is the general rule in Ohio. Ezel applies current Ohio law to your specific facts and answers with citations to the statutes.

Governing law and document name	Ohio Revised Limited Liability Company Act; 'operating agreement' (Ohio Rev. Code §§ 1706.01, 1706.02)
Required or optional	Optional; Chapter 1706 governs matters the agreement does not address (§ 1706.08(A))
Permitted form and signatures	Members: written or oral. Sole member: written declaration. No general witness or notary rule; contribution promises require signed writing (§§ 1706.01(R), 1706.281(A))
Adoption timing and effect	May be entered before, at, or after articles filing and effective from filing or another stated time; no general adoption deadline (§§ 1706.081(C), 1706.16(D))
Single member and assent	Written sole-member agreement enforceable; LLC bound without assent; admitted member assents; assignees and dissociated members are also bound (§§ 1706.081–.082)
Management and authority defaults	Members direct and oversee; majority of members decides ordinary business, all members decide outside-course acts. Binding authority comes from the agreement, member direction, other law, or filed authority statement (§§ 1706.18–.19, 1706.30)
Voting, economic, and transfer defaults	Per-member majority for ordinary matters; equal interim distributions; new members require unanimity; assignment transfers distributions, not management or records rights (§§ 1706.27, 1706.29–.30, 1706.341)
Nonwaivable rules and duties	Written agreement may restrict or eliminate fiduciary duties and liability, but not the good-faith covenant or bad-faith liability; separate-entity, court, signed-contribution, bearer-certificate, and series floors remain (§§ 1706.08, 1706.31–.311)
Amendment, filing, and records	Default unanimous amendment or agreement method; agreement itself is not a required filing; members may inspect material maintained records, subject to permitted restrictions (§§ 1706.082(A), 1706.16, 1706.33)

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Requirements one by one

Governing law and document name

Ohio's domestic LLC statute is the Ohio Revised Limited Liability Company Act (§ 1706.02).
Section 1706.01(R) calls the internal arrangement an operating agreement and includes amendments
in that term.

Required or optional

The Act does not command members to adopt an agreement. Section 1706.08(A) instead says Chapter
1706 governs an internal matter to the extent the operating agreement does not provide otherwise.

Permitted form and signatures

Section 1706.01(R) recognizes a written or oral agreement among members. A sole member has a
narrower form rule: the definition requires a written declaration. The LLC Act adds no general
witness, acknowledgment, or notarization condition. Particular obligations can have their own
formality; for example, § 1706.281(A) makes a contribution promise unenforceable unless it is in a
writing signed by the member.

Adoption timing and effect

Under § 1706.16(D), the agreement may be entered before, at, or after the articles filing and may take effect
from the filing or another time stated in the agreement. Under § 1706.081(C), intended
initial members agree that their terms become the operating agreement on formation. No general
post-filing adoption deadline appears in those provisions.

Single member and assent

Section 1706.081(D) protects a one-member agreement from unenforceability merely because one person
is the only party, subject to § 1706.01(R)'s written-declaration requirement. The LLC is bound
without separately assenting, and an admitted member becomes a party and assents. Section
Under § 1706.082(C), assignees and dissociated members are also bound to obligations governing
those capacities.

Management and authority defaults

Section 1706.30 places direction and oversight with the members. A majority of members decides an
ordinary-course matter, while every member must consent to an act outside the ordinary course. The
agreement can designate managers and define their authority.

Authority to bind the company is a separate issue. Under § 1706.18, authority may arise under the
agreement, under the member-direction rule, under other law, or through § 1706.19. An effective
filed statement of authority is conclusive for a value-giving person who relies without contrary
knowledge.

Voting, economic, and transfer defaults

Ohio's fallback vote is a majority of the members, not a majority of percentage interests
(§ 1706.30(B)). Under § 1706.29(A), members receive equal shares of interim distributions. After
formation, § 1706.27(B) lets the agreement control admission; otherwise every member must consent.

Assignment does not carry governance rights. Under § 1706.341, the assignee receives the assigned
distributions but not management participation or company-record access. Admission as a member is
a separate step.

Nonwaivable rules and duties

Ohio permits broad written modifications. Section 1706.08(B) allows a written agreement to expand,
restrict, or eliminate fiduciary duties and related liability. It cannot eliminate the implied
covenant of good faith and fair dealing or liability for a bad-faith violation of that covenant.
Section 1706.08(C) also preserves the LLC's separate-entity nature, specified court power, the
signed-writing rule for contribution promises, the bearer-certificate ban, and the statutory
conditions for series liability limits. The member and manager rules in § 1706.31 and § 1706.311
state the loyalty, care, and good-faith defaults that apply unless validly changed.

Amendment, filing, and records

Section 1706.082(A) uses unanimous member consent unless the agreement authorizes another method;
if it specifies conditions or a nonparty approval, those requirements control subject to the
statutory waiver rules. The operating agreement itself is not a required public filing. Section
1706.16 requires the articles to state the name, statutory agent, and any applicable series notice,
while allowing organizers or members to add other chosen matters.

Under § 1706.33, a member may inspect records the LLC maintains when the
information is material to the member's rights and duties. The company may impose the stated
reasonable restrictions and may keep qualifying sensitive information confidential; the section
does not separately command retention of a written operating agreement.

What trips people up

A sole member cannot rely on the oral-agreement option. Section 1706.01(R) permits member
agreements to be written or oral but specifically defines the sole-member route as a written
declaration.
The statutory vote counts people, not percentages. Section 1706.30(B) says a majority of the
members decides ordinary-course matters. Percentage-interest voting in a template is a negotiated
replacement, not the Ohio fallback.
Broad fiduciary flexibility requires a writing. Section 1706.08(B) reserves expansion,
restriction, or elimination of duties and liability for a written operating agreement.

Common questions

Can an Ohio agreement require a nonmember's approval for amendments?
Yes. Section 1706.082(A) recognizes an amendment method that requires approval from a nonparty or
satisfaction of stated conditions, and explains how those requirements may be waived.

Does assigning the membership interest remove the assignor as a member?
Not by itself. Section 1706.341(A)(2) says the assignment alone does not cause the member to cease
being a member; the assignee receives the transferred distributions without automatic governance
rights.

Can the LLC keep trade secrets from a member?
Section 1706.33(E) permits reasonable access restrictions and allows the LLC to keep qualifying
trade-secret or other sensitive information confidential for a reasonable period under the stated
good-faith standard.

Statutes and sources

Ohio Rev. Code §§ 1706.01–.02 — Act name, agreement definition, recognized forms, and record
definition. https://codes.ohio.gov/ohio-revised-code/section-1706.01 and
https://codes.ohio.gov/ohio-revised-code/chapter-1706 (accessed 2026-07-26)
Ohio Rev. Code §§ 1706.08–.082 — agreement scope, duty and liability modification,
nonwaivable floors, assent, sole-member enforcement, amendments, and nonparty rights.
https://codes.ohio.gov/ohio-revised-code/section-1706.08,
https://codes.ohio.gov/ohio-revised-code/section-1706.081, and
https://codes.ohio.gov/ohio-revised-code/section-1706.082 (accessed 2026-07-26)
Ohio Rev. Code §§ 1706.16, 1706.18–.19 — formation, timing, public articles, binding
authority, and filed statements of authority.
https://codes.ohio.gov/ohio-revised-code/section-1706.16,
https://codes.ohio.gov/ohio-revised-code/section-1706.18, and
https://codes.ohio.gov/ohio-revised-code/section-1706.19 (accessed 2026-07-26)
Ohio Rev. Code §§ 1706.27, 1706.281, 1706.29–.30 — admission, signed contribution promises,
equal distributions, member direction, voting, and unanimous matters.
https://codes.ohio.gov/ohio-revised-code/section-1706.27,
https://codes.ohio.gov/ohio-revised-code/chapter-1706,
https://codes.ohio.gov/ohio-revised-code/section-1706.29, and
https://codes.ohio.gov/ohio-revised-code/section-1706.30 (accessed 2026-07-26)
Ohio Rev. Code §§ 1706.31–.311, 1706.33, 1706.341 — member and manager duties, record access,
confidentiality, and assignment consequences.
https://codes.ohio.gov/ohio-revised-code/section-1706.31,
https://codes.ohio.gov/ohio-revised-code/section-1706.311,
https://codes.ohio.gov/ohio-revised-code/section-1706.33, and
https://codes.ohio.gov/ohio-revised-code/section-1706.341 (accessed 2026-07-26)

Source links

Every statute quoted above, linked, with the date we checked it.

Ohio Rev. Code § 1706.01(R), (W) · accessed 2026-07-26

Ohio Rev. Code § 1706.02 · accessed 2026-07-26

Ohio Rev. Code § 1706.08 · accessed 2026-07-26

Ohio Rev. Code § 1706.081 · accessed 2026-07-26

Ohio Rev. Code § 1706.082 · accessed 2026-07-26

Ohio Rev. Code § 1706.16 · accessed 2026-07-26

Ohio Rev. Code § 1706.18 · accessed 2026-07-26

Ohio Rev. Code § 1706.19 · accessed 2026-07-26

Ohio Rev. Code § 1706.27(B)–(C) · accessed 2026-07-26

Ohio Rev. Code § 1706.281(A) · accessed 2026-07-26

Ohio Rev. Code § 1706.29 · accessed 2026-07-26

Ohio Rev. Code § 1706.30 · accessed 2026-07-26

Ohio Rev. Code § 1706.31 · accessed 2026-07-26

Ohio Rev. Code § 1706.311 · accessed 2026-07-26

Ohio Rev. Code § 1706.33 · accessed 2026-07-26

Ohio Rev. Code § 1706.341 · accessed 2026-07-26

This page is general legal information about state-law operating-agreement rules for an ordinary domestic limited liability company, not legal advice or a substitute for an agreement tailored to a particular company's owners, assets, financing, tax treatment, licenses, or disputes. A state may permit an oral, implied, or unsigned operating agreement while a separate law still requires a particular promise or transaction to be signed, recorded, approved, or disclosed. The statutory defaults apply when a valid agreement does not replace them, and some duties and remedies cannot be waived. Foreign LLCs, professional LLCs, series structures, and regulated businesses may face additional rules. Verified against the official statute text on the date shown; confirm current law and obtain licensed legal advice before relying on it for a particular company or transaction.

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