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LLC operating agreement template: free in Word, or sign it online

Reviewed in October 2026

An LLC operating agreement is the internal contract of a limited liability company. It records who owns what, how profits are split, who makes decisions and what happens when a member leaves. It is not filed with the state, but every member should sign it.

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LLC operating agreement example, filled in with sample data
Example filled in with sample data

The full LLC operating agreement

OPERATING AGREEMENT OF [LLC NAME]

A [state] limited liability company

This Operating Agreement (the "Agreement") is made on [date] by the members listed in Schedule A (each a "Member") of [LLC name] (the "Company"), formed by filing articles of organization with the [state] Secretary of State on [filing date].

1. Name, purpose and office

The Company’s name is [LLC name]. Its purpose is [business purpose] and any lawful activity. Its principal office is at [address]. Its registered agent is [agent name and address].

2. Members and capital contributions

Each Member’s initial capital contribution and ownership percentage are listed in Schedule A. No Member must contribute more capital unless all Members agree in writing. No Member earns interest on capital.

3. Profits, losses and distributions

Profits and losses are allocated to the Members in proportion to their ownership percentages. Distributions of cash are made when the Members holding a majority of ownership decide, always in proportion to ownership and only if the Company can still pay its debts.

4. Management

The Company is managed by its Members. Ordinary decisions require the vote of Members holding more than [50]% of ownership. The following require the vote of Members holding at least [75]%: admitting a new Member, selling substantially all assets, borrowing more than [amount], amending this Agreement and dissolving the Company.

5. Officers and authority

The Members appoint [name] as [Managing Member] to run daily operations, sign ordinary contracts and open bank accounts. Any Member may be removed from that role by a majority vote.

6. Books, records and taxes

The Company will keep accurate books at its principal office, open to every Member. The Company will be taxed as [a partnership / an S corporation / as the Members decide], and each Member will receive the tax forms needed for their own return.

7. Transfer of interests

No Member may sell, give or pledge their interest without the written consent of Members holding at least [75]% of the other interests. Before selling to an outsider, a Member must first offer the interest to the other Members at the same price and terms, and they have [30] days to accept.

8. Withdrawal, death or disability

If a Member withdraws, dies or becomes permanently disabled, the Company or the remaining Members may buy that Member’s interest at fair market value, determined by [an independent appraiser / the formula in Schedule B], payable over [24] months.

9. Liability and indemnification

No Member is personally liable for the Company’s debts only because they are a Member. The Company will indemnify Members for acts done in good faith on its behalf, except fraud, gross negligence or willful misconduct.

10. Dissolution

The Company dissolves when Members holding at least [75]% of ownership vote to dissolve or as required by law. Assets are used first to pay creditors and then distributed to the Members by ownership percentage.

11. General terms

This Agreement is governed by the laws of [state]. It may be amended only in writing signed by the Members required in clause 4. The Members agree to sign electronically, with the same effect as a handwritten signature.

MEMBER

Signature: ______________________

Name: [full name]

Date: [date]

MEMBER

Signature: ______________________

Name: [full name]

Date: [date]

SCHEDULE A · MEMBERS

Member name: [name] · Address: [address] · Initial contribution: [amount or property] · Ownership: [percentage]%

Member name: [name] · Address: [address] · Initial contribution: [amount or property] · Ownership: [percentage]%

What the template includes

  • Name, purpose, office and registered agent
  • Capital contributions and ownership in Schedule A
  • Profit, loss and cash distribution rules
  • Member management with majority and supermajority votes
  • A managing member for daily operations
  • Books, records and tax treatment
  • Limits on transfers and a right of first refusal
  • Buyout when a member leaves, dies or becomes disabled
  • Limited liability and indemnification
  • Dissolution and how assets are paid out

What you fill in

FieldExample
DateOctober 21, 2026
LLC name and stateRiverbend Coffee LLC, Oregon
PurposeOperate coffee shops and sell roasted coffee
Members and ownershipLena Ortiz 60%, Sam Brooks 40%
Contributions30,000 USD and 20,000 USD
Managing memberLena Ortiz
Supermajority vote75%
Tax treatmentPartnership

How it gets signed

  1. 1Choose “Use this template”, fill in the fields and read the full LLC operating agreement once more.
  2. 2Send it by WhatsApp or email. The other party opens the link on their phone without an account.
  3. 3They tap the brown bar at the bottom that says “Sign as …” and draw their signature with a finger.
  4. 4Everyone gets the signed PDF with its signature certificate. Anyone can check it at signsolu.com/verificar.

Before signing, each signer agrees to sign electronically. The screen links to the electronic signature disclosure the ESIGN Act asks for.

Your first ten documents are free and need no card.

If the other side sends their own PDF form instead, fill in the PDF form online, add the date and your signature, and download it.

What the law says

An LLC is created under the law of the state where it files its articles. That state’s LLC act sets default rules for voting, profits and exits. An operating agreement replaces most of those defaults with rules the members choose.

The SBA describes the LLC as a structure that shields owners from personal liability for most business debts. Some states require an operating agreement, and banks often ask for one to open an account.

The ESIGN Act lets members sign the agreement electronically, with the same effect as ink. Members in different states can sign the same document from their phones.

Why an LLC needs an operating agreement

Without one, the state’s default rules decide. Those rules may split profits equally even when one member put in more money. They may also let a member’s heir step in without the others agreeing.

A signed agreement also supports the liability shield. It shows the LLC is a separate business with its own rules, not a personal account.

Single-member or multi-member LLC

This template is written for two or more members. A single-member LLC can use it too. Keep one line in Schedule A, ownership at 100%, and delete the voting thresholds.

The clauses members argue about later

  • Money in and money out. Who adds capital when the business needs it, and when profits are paid out.
  • Decisions. Which votes need a simple majority and which need almost everyone.
  • Exits. How a departing member is paid and over what time.
  • Deadlock. What happens when two 50% members disagree. Add a mediator or a buy-sell clause if your split is even.

A worked example

Lena and Sam form Riverbend Coffee LLC in Oregon. Lena puts in 30,000 USD and Sam 20,000 USD. Schedule A records 60% and 40%.

Two years later Sam moves away and wants out. Clause 8 lets Lena buy his share at appraised value, paid over 24 months. Nobody needs a lawyer to invent the rules on the spot.

Signing with every member

Add each member as a signer. Each one gets the link by WhatsApp or email and signs from a phone. The signed PDF goes to every member with its certificate.

Keep the signed agreement with the articles of organization and the EIN letter. Banks, investors and buyers will ask for all three.

Before you sign

Other templates

Frequently asked questions

What should an LLC operating agreement include?

Who the members are and what each one put in, how profits and losses are split, how votes and decisions work, who manages the LLC, how a member can leave or sell their share, and what happens if the LLC closes.

Is an operating agreement required for an LLC?

It is not filed with the state, and most states do not require one by law. A few, including California, Delaware and New York, expect LLCs to have it. Banks and investors often ask for it even where it is optional.

Is an operating agreement signed online legally binding?

Yes. The ESIGN Act gives an electronic signature the same legal effect as a handwritten one. The signed PDF and its certificate show who signed the operating agreement, when and from which device.

Does each member need a SignSolú account to sign?

No. They open the link on their phone and sign with the brown bar at the bottom of the screen.

Can I download the operating agreement in Word?

Yes. “Download in Word” gives you the full operating agreement with no email and no account. You can print it or edit it and sign it here later.

Do I file the operating agreement with the state?

No. You keep it with the company records. The state receives only the articles of organization.

Can we change the agreement later?

Yes. Sign an amendment with the vote required in clause 4 and keep it with the original.

Does a single-member LLC need one?

It is wise. It helps show the LLC is separate from its owner and answers what happens if the owner dies.

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