LLC Operating Agreement Document Family
LLC Operating Agreements — Free Generator, or Human-Reviewed AI from $79
Three ways to lock down the internal rules of your LLC on LegalStack: generate a free state-specific LLC operating agreement in under 5 minutes, or have an existing operating agreement reviewed by an AI + human reviewer starting at $79. (No $19 done-for-you pack exists for operating agreements — use the free generator or the review tiers.)
Last updated: August 1, 2026 · Reading time: 5 min read
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What is an LLC operating agreement?
An
LLC operating agreement is the internal governing document for a limited liability company. It sets the rules members must follow on profit and loss distribution, voting rights, capital contributions, management structure, what happens when a member leaves, and how the LLC is dissolved. Even when state law does not require one, banks, courts, and potential investors expect to see one — it is the strongest evidence that you have observed the corporate formalities that preserve the LLC's liability shield. There are two main flavors: a
single-member operating agreement for a one-owner LLC (often called a "member-managed" sole-owner LLC), and a
multi-member operating agreement for an LLC with two or more members that governs voting, distributions, and exit procedures. For a deeper walkthrough on structure and clause-by-clause drafting, see
/guides/llc-operating-agreement.
Which LLC operating agreement option fits your situation?
Not sure which?: If you need to
create an operating agreement from scratch, use the
free LLC operating agreement generator. If you need to
evaluate an operating agreement someone else drafted — or one you drafted a year ago and want a second look at — use the $79+ review tier. Basic is enough for a single-member or simple 50/50 multi-member LLC; Standard for LLCs with non-equal capital contributions or vesting members; Premium for LLCs with IP carve-outs, manager-managed structures, or out-of-state members.
| Path | Best for | What you get | Time to deliver |
|---|
| Free LLC Operating Agreement Generator |
New LLCs, single-member or simple multi-member, fast turnaround, no budget |
State-specific operating agreement (CA Corp. Code §17701.10, DE §18-101, ME 31 M.R.S. §1521, MO §347.081, NY LLC Law §417 compliant) with PDF + Word download, generated in under 5 minutes |
5 minutes |
| $79+ Human-Reviewed AI |
An operating agreement you've already drafted (or one drafted by a co-member) and need a redline / risk assessment on |
AI-assisted clause-by-clause review + human reviewer turnaround (Basic 72h, Standard 48h, Premium 24h) |
24–72 hours |
LegalStack offers two main paths. Most small businesses start with the free generator, then upgrade to a review tier when the LLC has multiple members, a non-trivial capital structure, or a partner who is contributing IP rather than cash. Here's the side-by-side:
State-specific LLC operating agreement rules
State matters: An "off-the-shelf" operating agreement that ignores state-specific statutory requirements (CA, DE, ME, MO, NY) and the charging-order differences across WY/DE vs the other 48 states can be unenforceable in whole or part — and missing the written-agreement requirement in those 5 states can pierce the LLC's liability shield. Always run the free generator with the actual state of formation selected.
- California Corp. Code §17701.10 — every California LLC is statutorily required to have a written operating agreement (single-member LLCs included). It does not have to be filed with the California Secretary of State but must be maintained in the LLC's records. Use the free LLC operating agreement generator to produce a CA-compliant draft.
- Delaware §18-101 — every Delaware LLC is required to adopt a written operating agreement. Delaware courts will not second-guess operating-agreement provisions absent fraud or manifest injustice, which is why most large LLCs choose Delaware.
- Maine 31 M.R.S. §1521 — Maine LLCs are statutorily required to have a written operating agreement. Maine is also one of the few states where single-member LLCs are explicitly subject to the requirement.
- Missouri §347.081 — every Missouri LLC must have a written operating agreement; the agreement does not need to be filed with the state but must be available on request.
- New York LLC Law §417 — New York LLCs are statutorily required to have a written operating agreement, including single-member LLCs formed under NY law.
- RULLCA (Revised Uniform Limited Liability Company Act) — adopted in whole or in part by ~20 states (including CA, IL, and most recently DE in 2025). RULLCA sets default operating-agreement rules for the other 45 states. The free generator applies RULLCA best-practice defaults when no state-specific override applies.
- CA §17701.04 single-member liability shield — under California law, a single-member LLC operating agreement strengthens the liability shield by documenting that the LLC is treated as a separate entity, even with one owner. Courts look at whether formalities were observed when deciding whether to pierce the veil.
- Wyoming / Delaware charging-order protection — both states offer strong charging-order protection for LLC members, meaning a creditor of a member can only collect against distributions, not against the member's interest itself. The free generator flags the relevant clause in WY/DE operating agreements.
An operating agreement is not just a generic internal document — enforceability and mandatory provisions vary by state. LegalStack applies these rules automatically in the free generator. Key state rules we encode:
Have your LLC operating agreement reviewed by an AI + human reviewer
Choose the tier that matches the stakes of your LLC. Billed once per operating agreement. No subscription required.
Basic
$79
Single-issue operating agreement review
- AI-assisted redline of your LLC operating agreement
- Human reviewer turnaround within 72 hours
- One-page written summary of recommended changes
Buy Basic — $79 →
Most popular
Standard
$199
Clause-by-clause OA review with state-law check
- Clause-by-clause AI review of the operating agreement
- State-specific enforceability check (CA, DE, ME, MO, NY + 45 others)
- 48-hour human reviewer turnaround
Buy Standard — $199 →
Premium
$249
Full compliance + member-protection review
- Single-member liability shield analysis (CA §17701.04 etc.)
- Charging-order protection audit (DE/WY carve-outs)
- Member transfer / buyout risk scoring
- Priority 24-hour human reviewer turnaround
Buy Premium — $249 →
Frequently Asked Questions
Do I need an LLC operating agreement if I am the only member?
Yes — and in five states it is statutorily required even for single-member LLCs. California (Corp. Code §17701.10), Delaware (§18-101), Maine (31 M.R.S. §1521), Missouri (§347.081), and New York (LLC Law §417) all require a written operating agreement regardless of how many members the LLC has. In the other 45 states it is not strictly required, but banks will not open a business account without one, courts will not extend the same liability-shield protection without one, and a potential buyer or investor will not take the LLC seriously without one. Generate a single-member operating agreement free at
/generators/advanced/llc-operating-agreement-generator.
What is the difference between a single-member and multi-member LLC operating agreement?
A
single-member LLC operating agreement documents that the sole owner runs the LLC as a separate legal entity — it covers basic operating rules, capital, and dissolution, but skips voting, member transfers, and dispute resolution because those have no second member to apply to. A
multi-member LLC operating agreement adds voting rights, profit/loss allocation across members, capital contribution schedules, member transfer / buyout provisions, dispute resolution, and what happens if a member dies or wants to leave. The free
LLC operating agreement generator produces either type — pick single-member when you are the sole owner, multi-member when there are two or more owners.
Can an LLC operating agreement be enforced across state lines?
Yes, when the operating agreement has a choice-of-law clause picking the state of formation. If the LLC is formed in Delaware and the operating agreement says "governed by Delaware law," a court in any U.S. state will generally enforce that choice as long as the underlying state has a substantial relationship to the dispute (formation is enough). If the operating agreement has no choice-of-law clause, courts fall back on RULLCA default rules or state-specific conflicts-of-law, which can produce inconsistent results. For multi-state LLCs (members in different states), always include an explicit choice-of-law and venue clause — and for LLCs formed in CA, DE, ME, MO, or NY, make sure the operating agreement complies with that state's statutory written-agreement requirement (Corp. Code §17701.10, §18-101, 31 M.R.S. §1521, §347.081, NY LLC Law §417).
Which states require an LLC operating agreement?
Five states statutorily require every LLC to have a written operating agreement, including single-member LLCs:
California (Corp. Code §17701.10),
Delaware (§18-101),
Maine (31 M.R.S. §1521),
Missouri (§347.081), and
New York (LLC Law §417). The other 45 states do not strictly require one but expect to see one when a court, bank, or potential buyer asks for evidence of corporate formalities. Use the
free LLC operating agreement generator with the actual state of formation selected to apply the correct statutory defaults.
How do I amend an LLC operating agreement?
An LLC operating agreement is amended by a written amendment signed by the members. For a single-member LLC the sole owner signs the amendment and dates it. For a multi-member LLC the amendment typically requires either unanimous written consent (most common for material changes like capital contributions or profit splits) or a super-majority vote (for routine amendments). The amendment does NOT have to be filed with the state — operating agreements are internal documents, unlike Articles of Organization / Certificate of Formation which are public filings. Keep all amendments together with the original operating agreement in the LLC's records binder. The free
LLC operating agreement generator produces an amendment template alongside the original document.
What should an LLC operating agreement include?
A complete LLC operating agreement includes: (1) the LLC's name, principal place of business, and date of formation; (2) each member's name, address, and ownership percentage; (3) initial capital contributions and any future contribution obligations; (4) how profits and losses are allocated and distributed (typically pro-rata to ownership %); (5) management structure — member-managed (all members run the LLC) vs manager-managed (one or more designated managers run it); (6) voting rights and what decisions require what vote threshold; (7) restrictions on transferring membership interests (right of first refusal, consent requirements); (8) what happens when a member dies, becomes disabled, or wants to leave (buy-sell provisions, valuation formula); (9) dissolution and winding-up procedures; and (10) a choice-of-law clause identifying the state whose law governs the agreement. The free
LLC operating agreement generator includes all 10 sections and exports to PDF + Word.
How much does it cost to have an LLC operating agreement reviewed by a lawyer?
A traditional law firm LLC operating agreement review costs $500–$1,500 for a simple single-member LLC and $1,500–$4,000+ for a multi-member LLC with custom capital contributions, vesting, or IP carve-outs — typically with a 5–14 day turnaround. LegalStack's AI + human review starts at $79 for a Basic redline (72h), $199 for Standard clause-by-clause review with state-law check (48h), and $249 for Premium with single-member liability-shield analysis, charging-order protection audit, and member-transfer risk scoring (24h). See all three tiers
here.
Ready to formalize your LLC?
Pick the path that matches your situation — generate a free state-specific operating agreement in under 5 minutes, or have an existing operating agreement reviewed by AI + a human reviewer.