Every internal decision, pre-agreed.
Members + Capital
Names, ownership %, initial capital contributions. Required-versus-optional future capital calls.
Management
Member-managed (all members vote) vs manager-managed (specific managers run operations). Officers and titles.
Distributions
How and when profits get distributed to members. Pro-rata default or special allocation. Tax distributions to cover K-1 income.
Voting + Approvals
Majority for ordinary decisions; supermajority for big ones (sale, dissolution, capital raise). Veto rights for protective minority members.
Transfer + Buy-Sell
Right of first refusal, drag-along, tag-along. What happens on death/divorce/disability. Valuation method for buyouts.
Dissolution + Winding Up
How the LLC ends. Liquidation order. Final distributions. Survival of indemnification.
A clean handoff, in 4 steps.
Identify members + ownership %
Who owns what, who contributed what capital, who has voting rights.
Pick management structure
Member-managed (all vote) or manager-managed (delegate to specific people).
Set distribution + tax rules
When profits flow. Tax distributions. Allocation of profits and losses for IRS purposes.
Sign + store
All members sign. Store in BOS vault. Update as members + ownership change.
One-time, or part of your BOS.
- Word + PDF template
- Single-member or multi-member
- Standard distribution + voting clauses
- Disclaimer: complex cases need attorney
- 1-hour attorney consult
- Custom drafted OA
- Tax-optimized allocation language
- Buy-sell + dispute resolution clauses
- Stored in your BOS vault
- 30 days post-signing support
Common questions.
What is an operating agreement?
An operating agreement is the internal document that governs how an LLC is owned and run, ownership percentages, profit splits, management, voting, and what happens when a member joins or leaves, so the owners' terms are clear. It also helps preserve liability protection. We provide a tailored operating agreement for your LLC.
Do I need an operating agreement?
Strongly recommended, and required in some states: even a single-member LLC benefits because the agreement documents the entity's separateness, which supports the liability shield, and for multiple owners it prevents disputes. We flag your state's rule and provide the agreement so your LLC is properly governed, not just registered.
What does an operating agreement cover?
Ownership percentages and contributions, how profits and losses are split, management structure and voting, admitting or removing members, buy-out and exit terms, and dissolution, the decisions that cause conflict if left unwritten. We flag the terms that matter so your agreement actually prevents disputes.
Why does a single-member LLC need one?
Because the operating agreement documents that the LLC is a separate entity from you, which helps preserve your liability protection, and some states require it even for one owner. We provide a tailored agreement so your single-member LLC's separateness is on record, not just assumed.
How does an operating agreement protect my liability shield?
By showing the LLC is a genuine separate entity with its own governance, which, together with keeping finances separate, helps prevent a court from disregarding the entity. We flag the practices and provide the agreement so your liability protection rests on a documented, respected structure.
What happens without an operating agreement?
State default rules govern your LLC's ownership, profit splits, and management, often in ways the owners would not have chosen, and disputes become far messier. We provide an agreement so your LLC runs on your terms rather than the state's defaults, which is especially important with multiple owners.
Can I change my operating agreement later?
Yes: owners can amend the operating agreement as the business evolves, adding members, changing splits, or updating management, usually per the amendment terms in the agreement itself. We flag how to amend it properly so changes to your LLC are documented and the agreement stays current with reality.
Is an operating agreement filed with the state?
Generally no: it is an internal document you keep with your records rather than file publicly, though banks and others may ask to see it. We provide the agreement and flag when to produce it so your LLC has it ready for a bank or partner without it being part of the public record.
Can File.Business provide an operating agreement?
Yes: we provide a tailored operating agreement as part of forming your LLC, covering ownership, management, and exits, so your LLC is properly governed and its separateness is documented to support your liability protection.