Single-Member Operating Agreement

What this single-member operating agreement is

This is a 7-page operating agreement for a limited liability company with one owner. It is a general private template, not a government form, and it is not filed with a state agency the way articles of organization are. It records that one person (the Member) owns the company, how the company is managed, and what happens if the owner dies or becomes disabled. Section 1 says it is governed by the laws of the Governing State, and that the agreement controls where the statutes allow it to.

Who uses it

Sole owners of an LLC who want the company's ownership and management rules in writing. Owners often keep one to show separation between personal and company affairs, and banks or other parties sometimes ask for it.

What to have ready

• The exact LLC name as filed
• The state where the LLC was formed and the effective date of its articles of organization
• The owner's full legal name
• A short description of the business purpose

How to fill out the agreement online

Click "Fill Template Now", type into the blanks, sign, and download the PDF. Most of the agreement is pre-written; here is what each section covers.

Header and opening paragraph

Enter the name of the LLC, the state of the LLC, the agreement date, the company name again, and the Member's name.

Section 1, Formation of LLC

Enter the Governing State and the date the articles of organization became effective.

Section 2, Purposes and Powers

Describe the company's main business purpose in line i. Line ii adds any lawful activity allowed under the statutes.

Sections 3-8: Company basics

Section 3 keeps the company in existence until dissolved. Section 4 points to the registered office and resident agent named in the articles. Section 5 lets the Member decide on capital contributions and take distributions within statutory limits. Section 6 requires books kept separate from the Member's own, with a calendar fiscal year. Section 7 describes the Member's capital account. Section 8 states the intent that the company be taxed as a sole proprietorship.

Sections 9-12: Member rights and wind-down

Section 9 gives the Member sole authority, states the company is member-managed, and says company assets belong to the company. Section 10 covers indemnification of the Member. Section 11 dissolves the company on the Member's death, with a separately designated person to wind it down, and allows the Member to appoint someone to serve during disability. Section 12 covers headings, entire agreement, severability, amendment by written document, binding effect, and governing law.

Signature and notary page

The Member signs, dates, and prints their name on page 6. Page 7 is a notary acknowledgment with blanks for the state, county, date, the Member's name, and the notary's commission expiration. A notary completes that page in person, so leave it blank unless you are signing before one. You can add your own signature with our PDF signing tool.

State law varies: a few examples

LLCs are created under state law, and states treat operating agreements differently. Some examples, as of October 2026:

• New York: LLC Law section 417 says the members of an LLC shall adopt a written operating agreement, and that it may be entered into before, at the time of, or within 90 days after the articles of organization are filed.
• California: Corporations Code section 17701.02 defines an operating agreement as one that may be oral, in a record, implied, or a combination, including one with a sole member.
• Delaware: Title 6, section 18-101 defines an LLC agreement as written, oral, or implied, and says a one-member agreement is not unenforceable just because only one person is a party.

For federal taxes, the IRS LLC page explains that by default a single-member LLC is disregarded as separate from its owner and an LLC with at least two members is classified as a partnership, unless the LLC elects otherwise on Form 8832. The IRS also notes that state rules differ, so check with your state. Decisions about structure, tax elections, or unusual terms are best reviewed with a qualified attorney or tax professional.

Common mistakes

• Using a company name or formation date that does not match the filed articles
• Leaving the business purpose blank in section 2
• Filling in the notary section yourself
• Assuming section 8's sole proprietorship language changes the company's tax status; the IRS default and elections are separate

More detail is in our single-member LLC operating agreement guide, and the combined LLC operating agreement works for either structure.