Free Single-Member LLC Operating Agreement Template

Most states don’t legally require single-member LLCs to have an operating agreement, but creating one is highly recommended. This document helps establish that your LLC is a separate entity from you personally, thereby protecting your personal assets if your business faces any legal or financial difficulties.

Several states require single-member LLCs to have a written operating agreement. For example:

• New York requires all single-member LLCs to adopt a written operating agreement (New York LLC Law § 417).

• Missouri recognizes the operating agreement as the governing document for the company’s internal affairs and management (Missouri Revised Statutes § 347.081).

Even if your state doesn’t require one, writing your operating agreement is still a best practice. It helps protect your limited liability, confirms your ownership, and makes it easier to open bank accounts or handle legal matters.

Even if you’re the sole owner of your LLC, creating an operating agreement is one of the best ways to protect yourself and your business.

Avoid Default State Rules

If you don’t have an operating agreement, your business automatically follows your state’s default LLC laws. These laws decide how your company is managed, how profits are divided, and what happens if you close your business.

For example, some states dissolve an LLC if the owner dies or becomes unable to manage it. By writing your own agreement, you can decide how your LLC continues to operate, who can manage it, and how profits are handled.

Strengthen Liability Protection

One of the primary reasons for forming an LLC is limited liability protection, which shields your personal assets, such as your home, car, and savings, from business debts and lawsuits. However, this protection only works if your LLC is treated as a separate legal entity. Without an operating agreement, courts may treat you as a sole proprietorship. They can argue that your business and personal finances are mixed, which may cause you to lose that protection.

Prove Ownership to Banks and Courts

A signed operating agreement serves as proof of ownership. Banks usually require it when you open a business account, and lenders often ask for it before approving financing. It can also be helpful if you ever face a dispute or legal issue. With a written operating agreement, you can easily show that you are the sole member and decision-maker for the LLC.

Follow the steps below to create a professional single-member LLC operating agreement. Legal Templates offers a free step-by-step single-member LLC operating agreement template that helps you customize your agreement to fit your business needs

Step 1 – Add Basic Company Information

Begin your operating agreement by clearly identifying your LLC and outlining its key details. Here’s what you should include:

• The legal name of your LLC and its main business address.
• The state where your LLC was formed and is officially registered.
• The purpose of your business, such as offering professional services, sell products, or manage property.
• The date your LLC officially begins operations. 
• The start and end dates of your fiscal year. Most businesses use the calendar year (January 1 to December 31), but you can choose a twelve-month period if it fits your accounting needs.

Step 2 – List Member Information and Management Structure

Under this section, explain who owns and manages your LLC. As a single-member business, this is where you confirm that you’re the sole owner of the company.

Include the following details:

• Member Information: List your full legal name and mailing address as the sole member of the LLC.
• Management Type: State whether your LLC is member-managed (you run daily operations) or manager-managed (someone else manages the business on your behalf). Most single-member LLCs are member-managed. 
• Liability Limitations: Include a statement stating that you are not personally liable for the company’s debts or legal obligations. This reinforces your limited liability protection.
• Indemnification Clause: Consider including an indemnification clause that protects you from personal liability for actions taken in good faith while managing the business.

Step 3 – Record Capital Contribution

List clearly what you’ve invested in the LLC within your operating agreement. Recording these contributions clearly separates your personal and business finances. This can include:

• Cash contribution 
• Property or equipment
• Other non-cash assets, such as vehicles, tools, or intellectual property

Step 4 – Explain How Profits and Losses Are Handled

Describe how your LLC will record and allocate profits and losses. As the only member, you receive 100 percent of the company’s profits and are responsible for any losses.

Step 5 – Describe How Distributions Work

Explain when and how you’ll take money out of the LLC. Distribution should come only from available profits, not from borrowed funds. Keeping accurate bookkeeping records helps track these payments and maintain your limited liability protection.

Step 6 – Outline Rules for Dissolution

Include a plan for closing the business in your single-member LLC operating agreement. Clearly describe:

• When dissolution might occur (for example, if you decide to retire or sell the business)
• Your state’s filing obligations for dissolving an LLC
• How the remaining assets will be distributed after debts are paid

Step 7 – Include Any Other Terms

You can include additional terms and customize your document to fit your unique business needs. For example, you can include:

• How to amend the agreement in the future
• Policies for handling disputes or recordkeeping
• Indemnification or successor clauses, if not already included

Step 8 – Sign and Date the Agreement

Sign and date your operating agreement to make it official. Since you’re the only member, you can sign it yourself, but it is a good idea to do so in front of a notary public. This provides a time-stamped record and adds credibility if the document is ever reviewed in court. You can also use a free notary acknowledgment form to make your document official. Once you’ve created your operating agreement, make sure your LLC is properly registered with the state. You can follow our guide on how to form an LLC to confirm you’ve completed every step.

View a sample single-member LLC operating agreement template below to see how to outline your company’s ownership and management structure while staying compliant with state laws. Complete a simple questionnaire and download your customized operating agreement for a single-member LLC in PDF or Word format.