Home › PDF Tools › LLC Operating Agreement Generator
LLC Operating Agreement Generator
Draft an operating agreement for your limited liability company in minutes. Add the members, their capital contributions and ownership percentages, choose how the LLC is managed, how profits are split and what happens when a member leaves, then download a formatted PDF or an editable Word file. Everything stays in your browser.
Last updated:
A general template, not legal or tax advice. LLC rules differ by state; have an attorney or accountant review the agreement, especially for multi-member companies.
Advertisement
Advertisement
How to use the LLC Operating Agreement Generator
Enter the company details: LLC name, state of formation, filing date, office and registered agent.
Add each member with their address, what they contributed, its value and their ownership percentage.
Choose management and voting, and tick the major decisions that need a bigger vote.
Set profits, distributions, tax treatment and buyout rules, and add any extra terms.
Review the live preview, then click Download PDF or Download Word and have every member sign.
What goes into an LLC operating agreement
An operating agreement replaces the default rules in your state's LLC statute with terms the owners actually chose. The generator builds each article from your answers; the table shows what each part settles and what to think about before you sign.
Article
What it settles
Tip
Formation, name, agent
State of formation, filing date, office and registered agent
Copy the LLC name exactly as it appears on the state filing, including "LLC" or "L.L.C."
Capital contributions
What each member put in and its agreed value (Exhibit A)
Value equipment, vehicles or intellectual property at a figure all members accept in writing.
Profits and distributions
How profit and loss are allocated and when cash is paid out
Tax distributions help members pay income tax on profit they are taxed on but have not received.
Management and voting
Who runs the business day to day and which decisions need a bigger vote
Give minority owners a say on the few decisions that could change their investment.
Transfers and buyouts
Who can buy a departing member's share, at what price and over what period
Agree on a valuation method now; it is much harder after a death or dispute.
Dissolution
How the LLC is wound up and the order in which money is paid out
Creditors are always paid before members get their capital back.
Single-member vs. multi-member agreements
Single-member LLC
Multi-member LLC
Default federal tax treatment
Disregarded entity (owner reports on own return, e.g. Schedule C)
Partnership (Form 1065, Schedule K-1 to each member)
Main purpose of the agreement
Show the LLC is separate from its owner; plan for death or incapacity
Prevent disputes between owners over money, control and exits
Key clauses
Sole authority, successor, separate finances
Ownership percentages, voting, major decisions, buy-sell rules
IRS partnership representative
Not needed
Required for partnerships under the centralized audit rules (IRC Section 6223)
Before everyone signs
Check that ownership percentages total exactly 100% and match any figures you gave the bank or the IRS on Form SS-4.
If you elect S corporation status, make sure every member is an eligible shareholder and that distributions follow ownership percentages exactly.
Have every member sign and date, give each a copy, and keep the original with the articles of organization and EIN letter.
Review the agreement whenever a member joins or leaves, contributes more capital or the business changes direction, and update Exhibit A.
This is a general template. State LLC acts differ, so have a business attorney or accountant review it, especially when members contribute unequally or plan to sell.
Frequently asked questions
What is an LLC operating agreement?
It is the internal contract that sets out how a limited liability company is owned and run: who the members are, what each contributed, how profits and losses are shared, who makes decisions, and what happens if a member leaves, dies or wants to sell. It is kept with the company records and is usually not filed with the state.
Does a single-member LLC need an operating agreement?
Most states do not require one, but a few, such as California, Delaware, Maine, Missouri, Nebraska and New York, expect LLCs to adopt one. Even when it is optional, a written agreement helps show that the business is separate from its owner, which supports limited liability, and banks often ask for it when you open a business account.
How are profits split in a multi-member LLC?
By default this template allocates profits and losses in proportion to each member's ownership percentage, which usually matches capital contributions. Members can agree to different splits, but special allocations must have substantial economic effect under IRS Section 704(b) rules, so get tax advice before changing them.
What is the difference between member-managed and manager-managed?
In a member-managed LLC every member can run the business and sign contracts. In a manager-managed LLC one or more named managers, who may or may not be members, run the business, and the other members act more like passive investors who vote only on major decisions. Your choice should match what you stated in your articles of organization if your state asks for it.
How is an LLC taxed?
By default the IRS treats a single-member LLC as a disregarded entity, so profit goes on the owner's own return, and a multi-member LLC as a partnership that files Form 1065 and gives each member a Schedule K-1. An LLC can instead elect to be taxed as an S corporation with Form 2553 or as a C corporation with Form 8832.
Do I need to file the operating agreement with the state?
Usually not. You file articles of organization (called a certificate of formation in some states) with the state, and keep the signed operating agreement with your records. Give each member a signed copy and update Exhibit A whenever ownership changes.
Is my information uploaded anywhere?
No. The agreement is built, previewed and converted to PDF or Word entirely in your browser. Names, addresses and amounts never leave your device, and your draft is saved only in this browser.
Are all the tools on FreeToolCabin tested for quality and accuracy?
Yes! Every tool on our site undergoes automated Q/A testing in real browser environments to ensure high precision, correct output, and zero errors. If you happen to spot a bug or have a suggestion, please contact us at [email protected] and our team will review it right away.