Free LLC Operating Agreement Template (2026)

What's Included in This Template

Our free template covers the 10 essential sections every LLC operating agreement needs: Article I — Formation and Name, Article II — Purpose, Article III — Members and Capital Contributions, Article IV — Profit and Loss Allocation, Article V — Distributions.

Article VI — Management Structure, Article VII — Voting and Decision-Making, Article VIII — Transfer of Membership Interests, Article IX — Dissolution and Winding Up, Article X — General Provisions (amendments, governing law, dispute resolution).

The template is designed to work for both single-member and multi-member LLCs. For single-member LLCs, you'll simply fill in one member and skip the multi-member provisions (voting procedures, buyout clauses). For multi-member LLCs, every section applies.

How to Use This Template

Step 1: Download and read the entire template. Before filling anything in, read every section to understand what the agreement covers. Highlight any provisions that don't apply to your situation or that you want to modify.

Step 2: Gather your information. You'll need: your LLC's legal name (exactly as filed), state of formation, formation date, principal office address, each member's full legal name and address, capital contribution amounts, and desired ownership percentages.

Step 3: Fill in the blanks. The template uses [BRACKETS] for information you need to customize. Replace every bracketed item with your specific information. Don't leave any brackets in the final document.

Step 4: Review, sign, and store. Have all members review the completed agreement. Each member signs and dates it. Keep the original in a secure location and distribute copies to all members. Consider having a lawyer review it before signing if your LLC involves significant capital.

Key Provisions Explained

Capital Contributions: This section records what each member invested (cash, property, or services). It's critical because it often determines ownership percentages, profit splits, and what each member gets back if the LLC dissolves. Be specific about non-cash contributions and their agreed-upon value.

Profit and Loss Distribution: By default, profits are split according to ownership percentages. But your operating agreement can specify a different arrangement — for example, one member might receive a larger profit share because they manage day-to-day operations. Whatever you choose, document it clearly here.

Management Structure: Choose between member-managed (all members participate in decisions) or manager-managed (one or more designated managers make decisions). Most small LLCs choose member-managed. If you choose manager-managed, specify who the managers are and what decisions require member approval.

Transfer Restrictions: This protects existing members from unwanted new partners. Common provisions include right-of-first-refusal (existing members can buy the interest before it's offered to outsiders), approval requirements (transfers need majority or unanimous member consent), and valuation methods for buyouts.

Customization Tips

For service businesses (consultants, agencies, freelancers): Add a non-compete clause if members could compete with the LLC after leaving. Include provisions for intellectual property — specify that work created for the LLC belongs to the LLC, not individual members.

For real estate LLCs: Add detailed provisions about property management responsibilities, tenant income distribution, capital calls for repairs and improvements, and procedures for buying/selling properties.

For LLCs with unequal contributions: If members contribute different amounts of capital or effort, your agreement should explicitly address how this affects profit sharing, voting power, and dissolution payouts. Don't assume "everyone knows" the arrangement — write it down.

When to Hire a Lawyer

A free template works well for straightforward situations: single-member LLCs, equal partnerships, and simple business structures. If your LLC fits this description, a template plus careful customization is usually sufficient.

Consider hiring a business attorney ($500–$2,000 for operating agreement review) if: your LLC has 3+ members, members are contributing unequal amounts, the LLC involves intellectual property or patents, there are complex profit-sharing arrangements, or total capital contributions exceed $50,000.

The middle ground: use our template as a starting point, customize it, then pay an attorney for a one-time review ($200–$500). This gives you professional oversight at a fraction of the cost of a fully custom agreement.

State-Specific Considerations

Our template uses broadly applicable language, but some states have specific requirements. California requires an operating agreement and the LLC must indicate whether it's member-managed or manager-managed. New York requires an operating agreement to be adopted within 90 days of filing Articles of Organization.

Delaware gives maximum flexibility — the operating agreement can override many default state laws, making it especially important to customize. Texas calls it a "company agreement" and has specific default provisions that may or may not match your intentions.

Check your state's LLC statute for any unique requirements. Your Secretary of State website often has guidance on what operating agreements should include. When in doubt, adding a "governing law" clause that specifies your state ensures the agreement is interpreted under the correct legal framework.