What Is an LLC Operating Agreement?

A note on what this article is and isn’t. Most people searching “LLC operating agreement” want a document they can fill in and sign today. This article won’t do that, on purpose. An operating agreement allocates real rights between owners (money, control, what happens when someone leaves), and drafting one is legal work best done with a licensed attorney who knows your state’s law and your situation. What this piece does instead is explain what the document is, what it generally covers as a category of topics, and which states’ statutes treat it as required, so you know what you’re asking an attorney for.

What an operating agreement actually is

An LLC operating agreement is the internal contract among an LLC’s members (or, for a single-member LLC, the sole member’s own statement of how the company operates) that sets out the relationship between the owners and the company. It’s distinct from the articles of organization, the short document filed with a state’s filing office to legally create the LLC. The articles establish that the entity exists; the operating agreement is generally understood to describe how the people behind it intend to run it and handle changes over time.

Because it’s an internal document, you won’t typically find one attached to an LLC’s public record with the secretary of state: it can carry real legal weight for the people who sign it without ever touching a state filing system.

The general subjects it typically addresses

Described as categories rather than as language to copy, operating agreements commonly touch on:

• Ownership percentages: how much of the company each member is generally understood to hold.
• Profit and loss allocation: how money in and out of the business is typically divided, which doesn’t always track ownership percentage exactly.
• Voting and decision-making: which decisions individual members can make and which are commonly treated as needing broader agreement among members.
• Management structure: whether members run the company directly (“member-managed”) or appoint someone to do it on their behalf (“manager-managed”).
• What happens when someone leaves or dies: the general expectations members set for a buyout, a transfer, or bringing in a new member.
• Dissolution: the general process members anticipate for winding the company down if that happens.

None of that is a template. How each topic actually gets resolved (the specific percentages, the specific process, the specific triggers) depends on the people involved, the state’s default LLC statute, and the tax and liability consequences of each choice. That’s the part an attorney works through with you.

Why single-member LLC owners often have one anyway

It might seem unnecessary to have an agreement between a member and themselves, but many single-member LLC owners keep one regardless. It’s commonly framed as documentation that the LLC operates as a distinct entity from its owner, and as a way to lay out in advance how the business would run if it later took on a member, changed hands, or the owner became unavailable. Whether that matters for a particular owner’s situation depends on facts a qualified attorney or accountant would need to review.

Which states require one: verified against state statutes

Requirements vary by state, and this is one of the areas where getting it wrong in either direction is easy. Based on the states checked this session against their actual LLC statutes:

• California. The California Revised Uniform Limited Liability Company Act defines an “operating agreement” broadly: “whether oral, in a record, implied, or in any combination thereof”, under Corporations Code § 17701.02, and § 17701.10 has the agreement govern relations among members with the statute filling any gaps it leaves. Legal commentary describes California as effectively requiring every LLC to have one, even if it’s never written down. (California Corporations Code § 17701.02, § 17701.10)
• New York. LLC Law § 417(a) states that “the members of a limited liability company shall adopt a written operating agreement,” and § 417(c) allows it to be adopted before, at, or within 90 days after the articles of organization are filed. It is not filed with the state. (New York LLC Law § 417)
• Missouri. Revised Statutes of Missouri § 347.081 states that the member or members of an LLC “shall adopt an operating agreement.” It does not have to be filed with the state. (Mo. Rev. Stat. § 347.081)
• Maine. Title 31, § 1531 of the Maine LLC Act states that “a limited liability company agreement must be entered into or otherwise existing,” and does not require it to be in writing. (31 M.R.S. § 1531)
• Delaware. The Delaware LLC Act defines a “limited liability company agreement” as any agreement “written, oral or implied” of the members as to the affairs of the company and the conduct of its business, and provides that a member is bound by it whether or not the member actually executes it. Like California and Maine, Delaware’s definition is broad enough that an LLC is generally understood to be governed by one whether or not anything was ever written down. (6 Del. C. § 18-101)

These five are the states most commonly cited as legally calling for an operating agreement to exist. This isn’t a survey of all fifty states, it isn’t a claim that no other state has a related requirement, and it isn’t a substitute for checking your own state’s current statute: this list reflects what these statutes said as of August 2026.

Is it filed with the state?

Generally, no. Every state checked for this article treats the operating agreement as an internal document rather than a public filing. Delaware’s Division of Corporations states directly that “bylaws and operating agreements (and any amendments) are maintained by the entity and are not filed within the Division of Corporations.” (Delaware Division of Corporations FAQ) California guidance similarly describes it as kept with the LLC’s own records rather than submitted with the articles of organization, and New York’s statute addresses only when the agreement is adopted, not where it’s filed. If you’re forming an LLC elsewhere, the way to confirm this is to check that state’s own filing-office instructions, since practices can vary.

Who typically prepares one

For a multi-member LLC, or any LLC bringing in outside investment, members commonly work with a business attorney to prepare the operating agreement, since it interacts with state default rules, tax elections, and what happens in a dispute. Some single-member owners handle a simple version themselves and have it reviewed afterward. Because the document allocates real rights and obligations between owners, routing it through a licensed attorney familiar with your state’s LLC statute is the generally recommended path. This article is not a substitute for that review.

If you’re earlier in the process, comparing entity types, or deciding where to form, our guides on choosing between an LLC and a sole proprietorship, the general LLC formation checklist, and which state to form an LLC in cover those decisions in more detail. You can read more about our editorial approach on our about page.

Sources: California Corporations Code §§ 17701.02 and 17701.10; New York LLC Law § 417; Missouri Revised Statutes § 347.081; 31 M.R.S. § 1531 (Maine); Delaware Division of Corporations FAQ. Last verified: August 29, 2026. This article is educational, not legal or tax advice.