Operating Agreement for Single Member, Member Managed - Limited Liability Company Template

Sep 16, 2026

Operating agreement template for a single-member, member-managed limited liability company. It sets out the company’s formation details, including the company name, articles of organization filings, duration, principal and designated office, and designated agent for service of process. The agreement defines the member’s role, entry and exit upon death, incapacity, bankruptcy, or transfer, and governs capital contributions, capital accounts, allocations of profits and losses, and permitted distributions. It also establishes management authority, ability to bind the company, and compensation and reimbursement rules.

LanguageEnglish

CategoryGeneral

FormatPDF

Pages6

Reading Time2 min

AccessFree to download

Operating Agreement

1. Formation

2. Member

3. Capital

4. Profits, Losses and Distributions

5. Administration of Company Business

OPERATING AGREEMENT FOR SINGLE MEMBER, MEMBER MANAGED DATE: PARTY: RECITAL: The party to this agreement (the "Member") is signing this agreement for the purpose of forming a limited liability company under the Limited Liability Company Act of the state of (the “Act”) . AGREEMENTS: 1. FORMATION 1.1 Name. The name of this limited liability company (the "Company") is . 1.2 Articles of Organization. Articles of organization for the Company were filed with the Secretary of State for the state of on . 1.3 Duration. The Company will exist until dissolved as provided in this agreement. 1.4 Principal Office. The Company’s principal office will initially be at , but may be relocated by the Member at any time. 1.5 Designated Office and Agent for Service of Process. The Company's initial designated office will be at 16192 Coastal Highway, Lewes, Delaware 19958, and the name of its initial agent for service of process at that address will be Harvard Business Services, Inc. The Company’s designated office and its agent for service of process may only be changed by filing notice of the change with the Secretary of State of the state in which the articles of organization of the Company were filed. 1.6 Purposes and Powers. The Company is formed for the purpose of engaging in any lawful business that a limited liability company may engage in under the Act. The Company has the power to do all things necessary, incident, or in furtherance of that business. 1-Operating Agreement 1.7 Title to Assets. Title to all assets of the Company will be held in the name of the Company. The Member does not have any right to the assets of the Company or any ownership interest in those assets except indirectly as a result of the Member’s ownership of an interest in the Company. 2. MEMBER 2.1 Name and Address. The name and address of the sole member of the Company is: . 2.2 Termination of Member's Interest. The Member will cease to be a member of the Company upon the Member's death, incompetency, or bankruptcy, or upon assignment of the Member's entire membership interest. Unless there are one or more other members of the Company, the person who is the holder of the Member's interest immediately after the Member ceases to be a member will become a member. If there are one or more other members of the Company at the time the Member ceases to be a member, the person who is the holder of the Member's interest immediately after the Member ceases to be a member will become a member only with the consent of the other member or members. 2.3 Additional Members. Except for the holder of a member's interest who becomes a member under the provisions of the section of this agreement relating to termination of member's interest, additional members of the Company may be admitted only by written agreement of the Member and the additional members. 3. CAPITAL 3.1 Initial Capital Contribution. The initial capital contribution of the Member will be made by the Member's transferring to the Company all of the assets of the business currently being operated by the Member as a sole proprietorship under the name *, subject to all of the liabilities of such business. The assets and liabilities of such business are described on the balance sheet of the business attached to this agreement as Exhibit A. The transfer will be made promptly following the signing of this agreement. 3.2 Additional Contributions. Except as otherwise provided in the Act, the Member is not required to contribute additional capital to the Company. But the Member may make additional capital contributions to the Company from time to time as the Member wishes. 3.3 No Interest on Capital Contributions. No interest will be paid on capital contributions. 3.4 Capital Account. A capital account will be maintained for the Member. The Member's capital account will be credited with all capital contributions made by the Member and with all income and gain (including any

FAQs

What are the required formation provisions in this operating agreement?

It covers the company name, articles of organization filing with the state, duration until dissolution, principal office, and the designated office and agent for service of process. It also states the company’s lawful purposes and powers under the applicable Limited Liability Company Act.

How does the agreement address the member’s interest and who becomes the next member?

The member ceases to be a member upon death, incompetency, or bankruptcy, or assignment of the entire membership interest. If other members exist, the next holder becomes a member only with the other members’ consent; otherwise, the next holder becomes a member automatically.

How are profits, losses, and distributions handled?

Net profits or losses for each fiscal year are allocated entirely to the member and reported on required tax returns. Cash or property distributions may be made from time to time, but the company’s assets cannot be used for separate member expenses or unrelated purposes.

Sep 16, 2026

Upload by Ben Jamin