Single-Member LLC Operating Agreement - Template Form Pro · US-law
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SINGLE-MEMBER LIMITED LIABILITY COMPANY OPERATING AGREEMENT
State of ________
This Single-Member Limited Liability Company Operating Agreement (the "Agreement") is made and entered into as of ________, by and for the sole member of the limited liability company identified below (the "Member"), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.
ARTICLE 1 — FORMATION & COMPANY INFORMATION
§ 1.1 Name & State. This Agreement governs the limited liability company organized under the name ________ (the "LLC" or the "Company"). The LLC is formed pursuant to, and shall be governed by, the limited liability company act and all other applicable laws of the State of ________ (the "Act"). The Company is a ________ (e.g., a professional limited liability company or an ordinary limited liability company, as applicable).
§ 1.2 Effective Date of Formation. The Articles of Organization (or Certificate of Formation, as applicable) were filed with the Office of the ________ on ________, bearing entity/file number ________.
§ 1.3 Principal Office & Mailing Address. The principal office and mailing address of the LLC are as follows:
________
The principal office and mailing address of the LLC may be changed from time to time as the Member may designate, subject to any filing required under the Act.
§ 1.4 Registered Agent. The name and street address of the LLC's registered agent (or statutory agent, as applicable) for service of process are:
Name: ________
Address:
________
The LLC may change its registered or statutory agent or registered office, as the Member may decide, by filing the appropriate statement with the State of ________ in accordance with the Act.
ARTICLE 2 — PURPOSE & POWERS
§ 2.1 Purpose. The purpose of the LLC is to engage in the following business and any lawful act or activity for which a limited liability company may be organized under the Act:
________
To the extent the LLC is a professional limited liability company, it shall render only those professional services permitted under applicable law, and the Member shall at all times hold the licenses, registrations, and certifications required to render such services.
§ 2.2 Powers. The LLC shall have and may exercise all powers and privileges granted to limited liability companies under the Act, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion, or attainment of the business or purposes of the LLC.
ARTICLE 3 — DURATION
§ 3.1 Term. The duration of the LLC shall be perpetual, unless and until the LLC is dissolved in accordance with this Agreement or the Act.
§ 3.2 Events of Dissolution. The LLC shall be dissolved upon the occurrence of any of the following:
1. the written election of the Member to dissolve the LLC;
2. the death, disability, bankruptcy, dissolution, or legal incapacity of the Member, unless the Member's successor-in-interest or personal representative elects, within the period permitted by the Act, to continue the LLC;
3. the entry of a decree of judicial dissolution under the Act;
4. the continuation of the business of the LLC becoming unlawful; or
5. any event requiring dissolution under applicable state or federal law.
ARTICLE 4 — THE MEMBER
§ 4.1 Sole Member. The LLC has one (1) Member. The Member's information is as follows:
Name: ________
Address:
________
Membership Interest: ________% (one hundred percent (100%) so long as there is a single Member).
Initial Capital Contribution: ________ in the amount/value of $________ (________).
§ 4.2 Management. The LLC shall be member-managed. Full and exclusive authority to manage and control the business and affairs of the LLC is vested in the Member.
§ 4.3 Initial Contributions. The Member shall not receive interest on the initial capital contribution and shall be entitled to a return of such contribution only as expressly provided in this Agreement or as permitted under the Act.
§ 4.4 Additional Contributions. The Member may, but shall not be obligated to, make additional capital contributions to the LLC from time to time as the Member determines necessary or advisable.
§ 4.6 Member Advances. Any payment of funds by the Member to the LLC that is not expressly designated as a capital contribution shall be treated as a loan to the LLC, repayable to the Member with interest at a rate determined and documented in writing at the time the loan is made, not to exceed the maximum rate permitted by applicable usury law.
§ 4.7 Authority to Bind. The Member has the authority to bind the LLC in contract and to execute and deliver any instrument on behalf of the LLC.
§ 4.8 Agency. The Member is an agent of the LLC for the purpose of its business and affairs, and all legal obligations created by the Member acting within the scope of such authority shall be valid and binding upon the LLC.
§ 4.9 Valuation. For any required valuation of a membership interest or of the LLC as a whole, the value shall be determined by a fair market appraisal conducted in accordance with generally accepted accounting principles ("GAAP"). The Member shall engage an independent appraiser to perform such valuation.
§ 4.10 Transfers & New Members. The Member may not assign, transfer, or relinquish the Member's entire membership interest while remaining the sole Member without causing the dissolution of the LLC, unless a substitute member is admitted concurrently. The Member may transfer all or part of the membership interest to one or more transferees, and such transferee(s) shall be admitted as member(s) only upon execution of a written agreement to be bound by the terms of this Agreement (as it may then be amended) and the LLC's organizational documents. Upon admission of one or more additional members, the parties shall promptly amend this Agreement to convert it into a multi-member operating agreement.
ARTICLE 5 — EXCULPATION & INDEMNIFICATION
§ 5.1 Exculpation. No Member, Officer, employee, or agent of the LLC shall be liable to the LLC for any loss, damage, or claim incurred by reason of any act or omission performed or omitted in good faith on behalf of the LLC and within the scope of authority conferred, except for any loss, damage, or claim resulting from such person's fraud, gross negligence, or willful misconduct.
ARTICLE 6 — VOTING
§ 6.1 Voting Rights. So long as the LLC has a single Member, all decisions shall be made by the Member. In the event the LLC admits additional members, each member shall be entitled to vote in proportion to such member's percentage membership interest in the LLC, except where this Agreement or the Act requires a different standard.
ARTICLE 7 — DUTIES & STANDARDS OF CONDUCT
The Member shall be responsible for ensuring the LLC's compliance with the following:
1. payment of all wages and salaries to employees of the LLC through the LLC's own financial accounts;
2. maintenance of adequate books, records, and documentation for the LLC, including written records of material actions and resolutions; and
3. compliance with all formal and statutory requirements imposed on limited liability companies under applicable law.
§ 7.1 Duty of Loyalty and Care. The Member owes to the LLC such duties of loyalty and care as are provided under the Act. The Member shall not engage in any business or venture that competes with the LLC except as permitted by this Agreement or with the LLC's prior written consent.
§ 7.2 Duty to Devote Time. The Member shall devote such time and attention to the affairs of the LLC as the Member reasonably determines necessary to conduct the business of the LLC.
§ 7.3 Good Faith and Fair Dealing. The Member shall discharge the Member's duties to the LLC and exercise any rights consistently with the contractual obligation of good faith and fair dealing, and shall provide such disclosure to the LLC as required under the Act.
ARTICLE 8 — FISCAL & TAX MATTERS
§ 8.1 Fiscal Year. The fiscal year of the LLC shall end in the month of ________. The LLC shall timely pay all taxes required under applicable state and federal law.
§ 8.2 Books and Records. The Member shall cause the LLC to maintain separate financial books, records, and accounts, including bank accounts, checks, invoices, financial statements, and all other pertinent financial records, distinct from those of any individual or the Member personally. The assets of the LLC shall not be commingled with the assets of any person or the Member. The books shall be maintained in accordance with GAAP.
§ 8.3 Location of Records. All records, including financial records, of the LLC shall be maintained at the LLC's principal place of business or such other location as the Member may designate.
§ 8.4 Capital Account. The LLC shall maintain a separate capital account for the Member. The capital account shall reflect the Member's initial contribution, any additional contributions, the Member's share of profits and losses, and any distributions made to the Member. The capital account shall be maintained in accordance with GAAP and applicable provisions of the Internal Revenue Code and Treasury Regulations.
§ 8.5 Distributions. Distributions may be made on a ________ or discretionary basis, but are not required. No distribution shall be made if, after giving effect thereto, the LLC would be unable to pay its debts as they become due in the ordinary course of business or the LLC's total assets would be less than its total liabilities, as prohibited by the Act. If the LLC has more than one member, distributions shall be made in proportion to each member's percentage membership interest.
§ 8.6 Tax Treatment. The LLC has elected, or shall elect, to be treated for federal income tax purposes as a ________ (e.g., disregarded entity, S corporation, or C corporation) with the Internal Revenue Service. The Member shall take all actions and make all filings necessary to give effect to such election and any corresponding state election.
§ 8.7 Annual Report. At the close of each fiscal year, the LLC shall compile an annual report to assist in the preparation of the applicable tax filings. The annual report shall include, at a minimum, a copy of the LLC's federal tax return (or, for a disregarded entity, the relevant schedule) for that fiscal year.
§ 8.8 Profits and Losses. So long as the LLC has a single Member, all profits and losses of the LLC shall be allocated to the Member. If the LLC has more than one member, profits and losses shall be allocated to each member in proportion to such member's percentage membership interest.
§ 8.9 Title to Property. Title to all property of the LLC shall be held in the name of the LLC and not in the name of the Member.
ARTICLE 9 — OFFICERS
The Member shall have authority to appoint Officers of the LLC, which may include, among others, a President, a Secretary, and a Treasurer. The Member may create additional offices and determine the titles, powers, duties, and terms of each Officer. The term of office for each Officer shall be as the Member determines and may continue until a successor is appointed. Officers may be removed, with or without cause, at any time by the Member. Any vacancy may be filled by appointment of the Member. Officers act as agents of the LLC only with respect to the powers and duties delegated to them by the Member, and owe duties of loyalty and care to the LLC.
§ 9.1 President. The President shall have general supervision of the business of the LLC, shall preside over any meetings, and shall be responsible for carrying out actions approved by the Member. The Member may designate the President to serve additionally as Chief Operating Officer or may appoint a separate person to such role. If serving as Chief Operating Officer, the President may execute contracts on behalf of the LLC unless the signature of another person is required by the contract or by applicable law.
§ 9.2 Secretary. The Secretary shall be responsible for maintaining the records of the LLC (other than financial filings) as required by applicable law, providing notice of any meetings, recording and keeping minutes, and preparing and filing any non-financial reports of the LLC.
§ 9.3 Treasurer. The Treasurer shall be responsible for maintaining the financial books and records of the LLC in accordance with GAAP, completing any required financial filings, reviewing the accounts of the LLC from time to time, disbursing funds, and, together with the President and Secretary, administering distributions. The Treasurer shall be responsible for the preparation and filing of any required annual report or financial report with the State of ________.
§ 9.4 Additional Officers. The Member may appoint additional Officers, including a Chairperson, one or more Vice-Presidents, and assistant Officers, as the Member deems appropriate.
ARTICLE 10 — DISSOLUTION & WINDING UP
§ 10.1 Dissolution. The LLC shall dissolve upon the occurrence of any event described in Article 3 above or upon the written election of the Member.
§ 10.2 Winding Up. Upon dissolution, the Member (or a person designated by the Member or appointed by a court) shall wind up the affairs of the LLC, including satisfying creditors, liquidating assets, terminating or assigning outstanding contracts, and taking such other actions as may be appropriate or required by the Act.
§ 10.3 Accounting. The Treasurer (or, if none, the Member) shall provide an accounting to the Member of the final assets and liabilities of the LLC at dissolution, including any liquid funds.
§ 10.4 Order of Distribution. The assets of the LLC remaining after winding up shall be distributed in the following order of priority, as required by the Act:
1. to creditors who are not members, including amounts to satisfy liabilities and to establish reasonable reserves;
2. to members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the LLC;
3. to return the Member's unreturned capital contributions; and
4. the remainder, if any, to the Member.
§ 10.5 Articles of Dissolution. Upon completion of the winding up of the LLC's affairs and distribution of its assets, the Member shall file all documents necessary to terminate the existence of the LLC, including articles or a certificate of dissolution (and any required cancellation or termination filings), with the State of ________.
ARTICLE 11 — GENERAL PROVISIONS
§ 11.1 Language. All communications and notices made or given pursuant to this Agreement shall be in the English language.
§ 11.2 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.
§ 11.3 Entire Agreement. This Agreement constitutes the entire understanding between the Member and the LLC with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, regarding the LLC.
§ 11.4 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of ________, without giving effect to any choice or conflict of law provision or rule.
§ 11.5 Venue. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in ________, State of ________, and the Member consents to the personal jurisdiction of such courts.
§ 11.6 Amendment. This Agreement may be amended in a writing signed by the Member, or, if the LLC has more than one member, only by a written instrument signed by all then-current members of the LLC.
§ 11.7 Headings. The headings and titles used in this Agreement are for convenience and reference only and shall not be used to interpret, define, limit, or extend the meaning of any provision hereof.
§ 11.8 Counterparts & Electronic Signatures. This Agreement may be executed in counterparts, and signatures delivered electronically or by other reliable means shall be deemed valid and binding to the same extent as original signatures under the federal E-SIGN Act and applicable state law.
EXECUTION
IN WITNESS WHEREOF, the undersigned, being the sole Member of the LLC, has executed this Agreement as of the date first written above.
Member Name: ________
Signature: _______________________
Date: ________
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