Single-Member LLC Operating Agreement

Single-Member LLC Operating Agreement

Drafting Instructions

Complete every bracketed field, select only one option where alternatives appear, delete unused alternatives, attach Schedule A, and compare this agreement with the filed formation document. The law of the state of formation governs the Company's internal affairs. Mandatory statutory rules and the filed formation document may override inconsistent language.

This agreement documents internal authority and ownership. It does not itself file an LLC, obtain an EIN, make a federal tax election, transfer probate assets, guarantee limited liability, or replace licenses, insurance, payroll, or state filing obligations.

Verified State-Law Gates

For every other jurisdiction, replace the generic authority above with the current state LLC act and verify form, timing, nonwaivable-term, recordkeeping, management, transfer, dissociation, and dissolution rules before signing.

Pre-Signing Checklist

Company Formation Verification

☐ LLC has been properly filed with the state
☐ Certificate of Formation/Organization obtained
☐ Registered agent designated
☐ EIN obtained if required for employees, excise taxes, a tax election, banking, or state law
☐ State and local business or professional licenses secured if required
☐ Assumed-name/DBA filing completed if required

Member Information

☐ Member's full legal name documented
☐ Member's current address verified
☐ Member's percentage of ownership determined (100%)
☐ Initial capital contribution amount established
☐ Tax identification information ready

Operating Agreement Essential Provisions

Article I: Formation and Purpose

Section 1.1 — Formation and Adoption

The sole member identified in Schedule A (the Member) adopts this Operating Agreement for [COMPANY LEGAL NAME], a limited liability company formed under the laws of [STATE OF FORMATION] (the Company). The Company's formation document was filed on [__/__/____] under filing number [________________]. This Agreement is effective on [__/__/____], but not before the Company legally exists.

Section 1.2 — Name, Offices, and Registered Agent

The Company shall conduct business under its legal name and any lawfully registered assumed name. Its principal office is [ADDRESS]. Its registered agent and registered office in the state of formation are:

The Member may change an office or agent by making every filing required by applicable law.

Section 1.3 — Purpose and Powers

The Company's purpose is [DESCRIBE BUSINESS OR INSERT “ANY LAWFUL PURPOSE”]. The Company may exercise the powers available to a limited liability company under the governing Act, subject to professional-entity, licensing, foreign-qualification, and other applicable restrictions.

Section 1.4 — Duration

Select one and delete the other:

☐ The Company has perpetual duration unless dissolved under this Agreement or the governing Act.

☐ The Company continues until [__/__/____], unless earlier dissolved or lawfully extended.

Article II: Member Information and Capital

Section 2.1 — Sole Member and Ownership

The Member owns 100% of the membership interest in the Company. Schedule A states the Member's legal name, address, contribution, and acquisition date. The Company shall issue a membership certificate only if the governing Act requires or permits one and the Member elects to do so.

Section 2.2 — Initial and Additional Contributions

The Member contributes the cash, property, or enforceable obligation described in Schedule A. Title documents, assignments, deeds, bills of sale, and consents required to place contributed property in the Company's name must be completed separately.

The Member has no obligation to make an additional contribution unless the Member signs a written contribution commitment that states its amount, timing, and conditions. No interest accrues on a contribution unless a separate written instrument lawfully provides otherwise.

Section 2.3 — Company Property

Property acquired by or transferred to the Company is Company property and not the Member's individual property. The Member shall not represent Company property as personally owned or use it for personal purposes without documenting the transaction and its tax treatment.

Section 2.4 — Tax and Accounting Records

The Company shall maintain the ownership, basis, and account records required for its elected federal and state tax classifications. Partnership capital-account rules do not apply merely because the business is an LLC; obtain tax advice before adding partnership-style allocations or capital accounts to a single-owner disregarded entity or corporation.

Article III: Tax Classification and Elections

Section 3.1 — Federal Classification

A domestic eligible entity with one owner is disregarded as separate from its owner for federal income-tax purposes unless it elects corporate classification. Disregarded treatment does not apply for every federal purpose; a single-member LLC is treated as a separate entity for employment taxes and certain excise taxes.

Select the intended classification and confirm that any required filing has been accepted:

☐ Default disregarded entity. If the Member is an individual, Company activity generally appears on the applicable Schedule C, E, or F. Self-employment tax depends on the character of the activity and income; it is not imposed on every receipt merely because the business is an LLC.

☐ Corporation election. The Company filed Form 8832 effective [__/__/____].

☐ S corporation election. The Company filed Form 2553 effective [__/__/____]. If the Member provides services as a shareholder-employee, the Company shall use payroll and pay reasonable compensation before making non-wage distributions, as required by federal tax law.

The Member shall not rely on a checked box in this Agreement as proof that the IRS accepted an election.

Section 3.2 — Tax Year and Accounting Method

The Company's tax year ends [MONTH/DAY]. Its accounting method is [CASH / ACCRUAL / OTHER: ________], subject to tax-law eligibility and any required approval.

Section 3.3 — Tax Administration

The Member is authorized to sign returns, engage tax professionals, make lawful elections, and pay Company tax liabilities. The Company shall use the taxpayer identification number required for the filing involved. Any tax distribution is subject to Section 5.2 and does not guarantee that the Member's entire tax liability will be funded.

Article IV: Management and Operations

Section 4.1 — Management Structure

Select one structure, confirm it is consistent with the formation document and state filings, and delete the unused alternative:

☐ Member-managed. Management is vested in the Member. The Member may bind the Company to the extent provided by the governing Act and any filed statement of authority.

☐ Manager-managed. Management is vested in [MANAGER LEGAL NAME], whose address is [ADDRESS]. The Manager serves under the separate terms in Schedule B. The Member retains the approval rights stated in Section 4.3.

Section 4.2 — General Authority

Subject to Section 4.3, the authorized Member or Manager may operate the business; enter contracts; open and control Company accounts; hire employees and contractors; acquire, lease, license, and dispose of assets in the ordinary course; borrow money; grant security interests; obtain insurance; commence or settle claims; engage advisers; and make filings and tax elections.

No person has authority solely because that person is related to, employed by, or designated as a beneficiary or successor of the Member.

Section 4.3 — Written Approval of Fundamental Actions

The Member must approve the following in a dated written consent:

• amendment of this Agreement or the formation document;
• admission of another member or conversion to a multi-member LLC;
• merger, conversion, domestication, interest exchange, or sale of substantially all Company assets outside the ordinary course;
• borrowing or guaranteeing more than $[________] outside an approved budget;
• a transaction between the Company and the Member or an affiliate exceeding $[________];
• voluntary dissolution, bankruptcy filing, or assignment for creditors; and
• any other action for which the governing Act requires Member approval.

Section 4.4 — Standard of Conduct and Reliance

The Member and any Manager shall perform their duties in good faith, comply with the duties that cannot lawfully be waived, and observe any standards validly stated in this Agreement. They may rely in good faith on information from qualified employees, accountants, lawyers, appraisers, and other professionals selected with reasonable care.

Section 4.5 — Compensation and Reimbursement

Compensation for services must be approved in a written consent and handled consistently with the Company's tax classification. The Company shall reimburse properly documented Company expenses. Personal expenses are not Company expenses merely because the Member paid them from a Company account.

Article V: Financial Provisions

Section 5.1 — Separate Accounts and Records

Company funds shall be held in accounts titled to the Company and used for Company purposes. The Company shall maintain complete and accurate books, material contracts, tax returns and supporting records, bank records, formation and qualification filings, licenses, written consents, this Agreement and amendments, and records required by the governing Act.

The record-retention period shall be the longest period required by applicable tax, employment, licensing, contract, litigation-hold, and LLC law. A generic three-year period is not sufficient for every record.

Section 5.2 — Distributions

Subject to applicable distribution limits, lender covenants, required reserves, payroll and tax obligations, and the Company's working-capital needs, the Member may authorize distributions. No distribution may be made if it would violate the governing Act or another applicable law.

Unless corporate tax treatment or other law requires different treatment, all distributions are made to the Member. A distribution is not wages, guaranteed tax treatment, repayment of a loan, or return of capital unless the Company's records and applicable tax law support that characterization.

Section 5.3 — Loans and Related-Party Transactions

A loan between the Member and the Company must be evidenced by a separate written instrument stating principal, interest if any, maturity, payment terms, and security. Related-party transactions must be documented on commercially reasonable terms and approved by written consent.

Section 5.4 — Insurance

The Company shall maintain insurance appropriate to its activities, property, employees, vehicles, professional risks, cyber risks, and contractual obligations. Formation of an LLC does not replace insurance.

Article VI: Liability Protection

Section 6.1 — Status-Based Liability Shield

To the fullest extent provided by the governing Act, the Member and any Manager are not personally liable for a Company debt, obligation, or liability solely because of acting as a member or manager. This clause does not protect a person from liability arising from that person's own conduct, a personal guarantee, an unlawful distribution, an independent statutory duty, tax law, professional liability, fraud, or another basis recognized by applicable law.

No statement in this Agreement promises that liability is limited to the amount of the Member's contribution or that veil-piercing and alter-ego doctrines can never apply.

Section 6.2 — Entity Separateness

The Company shall use its full legal name on material contracts and accounts; keep Company funds and records separate from personal funds and records; document contributions, distributions, compensation, loans, and related-party transactions; maintain required filings, agents, licenses, and taxes; and avoid misleading third parties about the contracting party.

These practices support accurate governance and accounting. They do not create a guarantee against personal liability, and the absence of corporation-style meetings alone does not determine LLC liability in every state.

Section 6.3 — Indemnification and Advancement

To the fullest extent permitted by the governing Act, the Company shall indemnify the Member and an authorized Manager against liabilities and reasonable expenses incurred by reason of Company service, provided the person met the applicable standard of conduct. No indemnification or advancement is available where prohibited by mandatory law or for conduct that this Agreement cannot lawfully exculpate.

The Company may advance defense expenses only after receiving any undertaking required by law. Insurance may be purchased for risks that the governing Act permits the Company to insure.

Article VII: Transfer of Membership Interest

Section 7.1 — Transfer Restrictions

The Member may transfer all or part of the membership interest only by a signed instrument that identifies the interest transferred and complies with the governing Act, this Agreement, securities law, tax law, lender restrictions, and any required consent or filing. A prohibited transfer is ineffective to the fullest extent permitted by law.

Section 7.2 — Economic Rights and Member Status

Unless the governing Act validly provides otherwise, a transfer of economic or transferable rights does not by itself give the transferee management, information, voting, or member rights. Admission of a substitute or additional member requires a written consent, compliance with the governing Act, and an amendment or replacement of this Agreement.

Section 7.3 — Death, Incapacity, and Estate Administration

On the Member's death or adjudicated incapacity, the Member's legal representative may exercise only the powers the governing Act grants for estate administration or protection of the Member's interest. A beneficiary, agent under a power of attorney, trustee, or named successor does not automatically become a member merely because that person is named in this Agreement.

The Member's intended successor is [NAME], subject to a separate, legally effective transfer, trust, will, beneficiary instrument, consent, or admission process reviewed under the laws governing the interest and the Member's estate. The intended successor designation here is a governance instruction and not a substitute for an estate-planning instrument.

Article VIII: Dissolution and Winding Up

Section 8.1 — Dissolution Events

The Company shall dissolve upon the first of: (a) the Member's signed written decision; (b) expiration of a stated term that is not lawfully extended; (c) entry of a judicial decree requiring dissolution; or (d) another event that the governing Act makes a dissolution event and that cannot be waived. Death or incapacity does not automatically cause dissolution unless the governing Act or a valid provision of this Agreement requires that result.

Administrative dissolution, revocation, or loss of good standing must be evaluated under the governing Act and may permit reinstatement; it is not automatically treated as completed winding up.

Section 8.2 — Winding Up

The person authorized under the governing Act shall wind up the Company, preserve property as needed, prosecute and defend claims, collect receivables, dispose of assets, discharge or make reasonable provision for liabilities, close accounts, cancel licenses and foreign qualifications, file final tax and employment returns, and file the dissolution, cancellation, or termination document required by the state of formation.

Section 8.3 — Final Distributions

Company assets shall be applied in the priority required by the governing Act: first to creditors and required reserves, including a Member who is a documented creditor to the extent lawfully entitled; then to the Member or lawful successor. No distribution may defeat creditor protections or other mandatory law.

Article IX: Miscellaneous Provisions

Section 9.1 — Amendments and Written Consents

The Member may amend this Agreement by a signed writing, subject to mandatory law, the formation document, third-party rights, and any approval or condition that cannot be changed unilaterally. A written consent may document any action without a meeting.

Section 9.2 — Governing Law

The internal affairs of the Company are governed by the law of [STATE OF FORMATION], including its current limited liability company act (the governing Act), without using a choice-of-law clause to evade a nonwaivable rule.

Section 9.3 — Agreement Controls; Mandatory Law

This Agreement governs to the extent the governing Act permits. A mandatory rule controls over inconsistent language. If the formation document and this Agreement conflict, their priority is determined by the governing Act, including any rule protecting a third party who reasonably relies on a filed record.

Section 9.4 — Severability and Reformation

If a provision is unenforceable, it shall be enforced to the maximum lawful extent or severed if reformation is unavailable, without invalidating the remainder. A court may not rewrite a provision more broadly than applicable law permits.

Section 9.5 — Entire Agreement; No Implied Waiver

This writing and its schedules state the Member's complete written operating agreement. A waiver must be in a signed writing and applies only to the stated instance. Delay or partial exercise of a right is not a continuing waiver.

Section 9.6 — Notices

Notices under this Agreement must be in writing and delivered personally, by nationally recognized courier, by certified or registered mail, or by electronic transmission with evidence of delivery, to the addresses in Schedule A or to a later address designated in writing. Statutory notices must use any method and content required by controlling law.

Section 9.7 — Dispute Forum

Select one after counsel reviews enforceability, scope, costs, emergency-relief needs, and any nonwaivable forum rule:

☐ No contractual arbitration requirement. Any action shall be brought in a court with subject-matter and personal jurisdiction, subject to applicable venue law.

☐ Disputes covered by the separate arbitration rider attached as Schedule C shall be resolved under that rider. The rider must identify the administrator, rules, seat, allocation of fees, arbitrator-selection method, provisional-relief procedure, and excluded claims.

Section 9.8 — Counterparts and Electronic Signatures

This Agreement may be signed in counterparts and by an electronic signature to the extent permitted by applicable law. All counterparts form one instrument.

Signature Page

Member Acknowledgment and Adoption

I, the undersigned, am the sole member of the Company and adopt this Operating Agreement as of the Effective Date. I acknowledge that unchecked alternatives and incomplete schedules must be resolved before reliance on this Agreement.

SOLE MEMBER:

EFFECTIVE DATE OF AGREEMENT: _________________________________

Required Attachments

Schedule A: Member and Contribution

The stated value is an internal record and is not a tax appraisal or representation of tax basis.

Exhibit 1: Formation Document

☐ Filed copy of Certificate/Articles of Formation attached

Exhibit 2: Tax Identification and Election Records

☐ EIN confirmation attached, if obtained
☐ Form 8832 acceptance or filing record attached, if applicable
☐ Form 2553 acceptance or filing record attached, if applicable

Schedule B: Manager Terms, If Manager-Managed

☐ Not applicable
☐ Manager appointment, authority limits, compensation, term, removal, resignation, and indemnification terms attached

Schedule C: Arbitration Rider, If Selected

☐ Not applicable
☐ Rider attached and reviewed for the state of formation

Annual Maintenance Checklist

State Compliance

☐ Annual, biennial, or other periodic report filed if required
☐ Registered agent information current
☐ Business licenses renewed
☐ Franchise tax paid (if applicable)

Financial Records

☐ Books and records maintained
☐ Bank accounts reconciled
☐ Basis, equity, and capital records updated as appropriate to the tax classification
☐ Financial statements prepared

Tax Compliance

☐ Federal tax return filed
☐ State and local tax returns filed if required
☐ Estimated tax payments made
☐ Self-employment tax paid (if applicable)

Entity Governance

☐ Written resolutions for major decisions
☐ Operating agreement reviewed and updated
☐ Business separate from personal affairs
☐ Contracts, invoices, accounts, and public-facing materials use the correct LLC name

Important Notices

Banking and Third-Party Requirements

Banks, lenders, insurers, title companies, payment processors, and counterparties may request an executed operating agreement, authority certificate, beneficial-owner information, tax records, or resolutions. Their requirements are contractual or compliance requirements and are not uniform statutory rules.

IRS Requirements

A domestic eligible entity with one owner is disregarded by default for federal income-tax purposes unless it elects corporate classification. An individual owner generally reports the activity on Schedule C, E, or F as appropriate. The LLC remains a separate entity for employment taxes and certain excise taxes. An S corporation election requires separate eligibility, filing, payroll, and reasonable-compensation analysis.

Liability Protection Warning

An LLC liability shield is not absolute. Personal guarantees, a person's own tortious or unlawful conduct, professional liability, tax obligations, unlawful distributions, inaccurate filings, and veil-piercing or alter-ego doctrines may create personal exposure. Entity separateness, accurate contracting, adequate insurance, and documented transactions reduce avoidable risk but do not guarantee an outcome.

State-Specific Considerations

This template provides general guidance. Consult with a licensed attorney in your state to ensure compliance with specific state requirements.

Official Sources Verified July 23, 2026

• California Corporations Code § 17701.10: https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=17701.10.
• Delaware Code tit. 6, §§ 18-101 and 18-201: https://delcode.delaware.gov/title6/c018/sc01/ and https://delcode.delaware.gov/title6/c018/sc02/
• Florida Statutes § 605.0105: https://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0605/Sections/0605.0105.html
• Missouri Revised Statutes § 347.081: https://revisor.mo.gov/main/OneSection.aspx?section=347.081
• New York LLC Law § 417: https://www.nysenate.gov/legislation/laws/LLC/417
• Texas Business Organizations Code ch. 101: https://statutes.capitol.texas.gov/Docs/BO/htm/BO.101.htm
• IRS single-member LLC guidance: https://www.irs.gov/businesses/small-businesses-self-employed/single-member-limited-liability-companies
• eCFR entity-classification rules, 26 C.F.R. §§ 301.7701-2 and 301.7701-3: https://www.ecfr.gov/current/title-26/part-301/section-301.7701-2 and https://www.ecfr.gov/current/title-26/part-301/section-301.7701-3

This template is provided for informational purposes only and does not constitute legal advice. Consult with a qualified attorney licensed in your jurisdiction before executing any legal documents.