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Use this free operating agreement template for a single-member LLC. Our ready-to-use contract sample outlines the rules and regulations specific to a single-owner LLC, ensuring a clear separation between owner and company assets.

Single Member LLC Operating Agreement Template

Image 1

Prepared by:

​[Member.FirstName][Member.LastName]​

​[Member.Company]​

While most US states don’t require single-member LLCs to have an operating agreement in place, you may still draft one using this template to protect the owner from liability. The states that do require a single-member LLC operating agreement are California, Maine, Missouri, Delaware, and New York.

The party to this Agreement has signed this document to form a limited liability company under the act of the state of [Member.State].

Agreements

Company Formation

  • The name of the Limited Liability Company is (enter name of company).

  • The company’s registered agent’s name shall be disclosed in its formation document.

  • This company plans to exist until dissolved for the reasons mentioned in this Agreement.

  • This company plans to continue business until

    • The member plans to dissolve.

    • The occurrence of an event that makes the business unlawful.

    • There are situations such as the death of the member or a case of bankruptcy.

    • The occurrence of any other event causing the company’s dissolution under the laws of the state of (enter state).

  • The initial office of the company shall be located at (enter street address), but may be relocated by the member at any time.

  • This business has a single purpose: to engage in all lawful activities covered by the limited liability company act. It should carry all the appropriate business to help meet the company's objectives.

  • The assets' title shall be held in the company’s name. The member has no direct ownership or rights to these assets. However, the member does have indirect rights over them because of their interest in this company.

Member

  • The address and name of the only member of the company are:

    • ​[Member.FirstName][Member.LastName]​

    • ​[Member.StreetAddress][Member.City][Member.State][Member.PostalCode]​

  • This member shall cease to be the company’s member in the circumstances such as death, bankruptcy, and incompetency.

  • All the additional members shall only be permitted with the consent of the existing single member and other additional members.

EA single-member LLC has only one owner (or member). If you want to add more, consider using a Multi-Member LLC Operating Agreement Template.

Capital

  • The member shall contribute a total agreed amount of (insert dollar amount) to the company as the initial capital.

  • Except for clauses in the state’s law, the member shall not be obliged to make any additional capital to the business. However, if the member wishes, they can make timely contributions to keep the business running.

Profit and Losses

The owners of a single-member LLC can use business funds to cover personal expenses by paying themselves through distributions listed in the books as ‘Owner’s Draw.’ Using company funds to cover personal expenses can revoke your business’s liability protection.

  • The fiscal year’s net profit or loss shall be allocated to the member.

  • The distribution of property and cash shall be carried on according to the member's wishes. However, the company’s assets shouldn’t be used to pay off the member’s expenses or to make investments on behalf of the member.

Management

  • The member is the only one responsible for the company’s management.

  • Member’s liability shall be limited as per the law.

  • The member can make the following decisions on the company’s behalf:

    • The sale, lease, or development of the company’s assets

    • Purchase of new assets

    • Management of assets

    • Money borrowing for the company’s assets

    • Refinancing and pre-payment of any loans

    • The employment of people in various positions of the management

  • The member must also execute and timely deliver the following:

    • Contracts, franchise agreements, leases, management contracts, and maintenance contracts

    • Drafts or checks related to the company’s funds

    • Loans, security agreements, and other similar documents

  • This member isn’t entitled to pay salaries or compensation for services provided by the company. However, they are entitled to any reimbursements for expenses held on behalf of the company.

Records and Accounting

  • The company shall keep all records and books related to its operations adequate for the business.

  • All the records shall be available for inspection at any time.

  • All the company's assets, accounts, and funds shall be maintained separately.

  • The company’s fiscal year must be its calendar year.

Winding Up

  • This company shall dissolve for the following reasons:

    • Member’s approval on dissolution

    • The company remains with no members.

  • The single member is responsible for winding up all company affairs in case of dissolution. All the liabilities and assets of the company shall be liquidated promptly.

  • The member shall not be obliged to pay the company if there is a negative balance on the capital account.

Liability Limitation and Indemnification

An LLC is an excellent option for business owners who want to protect and separate themselves from liabilities from the company. The owner won’t be personally responsible for financial or personal liability. It’s important to note that this doesn’t apply to gross negligence.

  • The member of this company isn’t liable for any monetary damages resulting from a specific action or conduct.

  • The company has all rights to indemnify any individual who is a defendant or might be made one. The indemnification shall not be related to any exclusive rights to which an individual might be entitled under the agreement, contract, or the member’s resolution.

Miscellaneous Provisions

  • The member shall use a written instrument to amend any part of this Agreement.

  • If the member provides certain services to the company, they shall be compensated with the appropriate amount.

  • The law of the state shall govern this Agreement.

  • If a provision proves invalid or void, it will not affect other clauses in this Agreement.

You can add more provisions in the miscellaneous section to make this single member LLC operating agreement template well-detailed. This section contains all the clauses that might come under a different heading.

Certification of Member

The undersigned hereby acknowledge and agree that this operating agreement is approved by the member of this (Date) of the day (Month and Year)

​

Signature
MM / DD / YYYY

​[Member.FirstName]​[Member.LastName]​

​[Member.StreetAddress][Member.City][Member.State][Member.PostalCode]​

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FAQ: Single Member LLC Operating Agreement Template

  • A single member LLC operating agreement outlines the activities of your business and its management.  The agreement also summarizes the company’s single ownership. This is a formal document created to solidify the status of a company as a separate entity.

  • A single member LLC operating agreement creates a universal outline with things such as the background of your company, company purpose, details of the member, company duration, manager information, company’s tax status, and any limitation of liability.

  • This agreement is a vital document showing that your business is legitimate. Without this agreement, a state may fail to acknowledge a company as LLC. This means that anyone can sue you as your assets remain unprotected.

    Moreover, most banks demand to see the agreement as proof of your company’s status. Many states only require a state registration file, but that may not be enough in some cases.

  • While filling out this agreement template, add all factual and honest data. You should be detailed with writing on your company’s profile and explain your part in it. Moreover, if you have hired a manager, make sure that you mention their details as well.

    Also, don’t skip the company’s tax status, and attach any proof if required. Mention all the plans for the company’s dissolution so readers can understand your plans.

  • Generally, a single member LLC doesn’t require an operating agreement. However, it might help you protect your assets and clarify your business’ management and succession plans. In addition, it gives a complete outline of how you plan to run your business.

    You can form this agreement at any point. However, it’s best to create an operating agreement when you first become an LLC.

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Basic Single Member LLC Operating Agreement

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Are you required to uphold your limited liability corporation status in accordance with state law? If the business is sued, the owner's assets may be safeguarded by this agreement.

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