Business Documents & Legal Forms

An LLC operating agreement is an internal governance contract for a Limited Liability Company that establishes member ownership percentages, voting rights, profit distributions, management structure (member-managed vs. manager-managed), and procedures for adding or removing members. While filed Articles of Organization officially register an LLC with the state, the operating agreement serves as your company's private operational rulebook.

Yes. If two or more people go into business together without a written partnership agreement, statutory default rules govern the business automatically. While these default rules are typically based on the Uniform Partnership Act (UPA) or Revised Uniform Partnership Act (RUPA), exact default provisions depend on applicable state law and the partnership structure. In general partnerships without an agreement, many state default statutes divide profits, losses, and management authority equally among partners regardless of capital contributions. Furthermore, general partners in an informal or standard general partnership typically face joint or joint-and-several personal liability for business obligations, though specific partner liability depends on the partnership type (such as an LLP or LP) and applicable state law. A tailored written agreement allows co-owners to override state defaults and establish clear equity, buyout, and decision-making terms.

A single-member LLC operating agreement is designed for sole owners to document entity separateness and succession management, helping defend against alter-ego claims seeking to pierce the corporate veil. A multi-member agreement governs multiple co-owners, establishing exact equity percentages, voting thresholds for major decisions, tax distribution clauses, right of first refusal (ROFR) rules, and buyout formulas to resolve deadlocks.

No. A US LLC Operating Agreement is governed strictly by United States state laws (such as Delaware, California, New York, or Florida) and applies only to US entities. In the United Kingdom, companies register with Companies House and are governed by Articles of Association under the Companies Act 2006, while partnerships use partnership agreements under the Partnership Act 1890 or Limited Liability Partnerships Act 2000. If you operate in the UK, explore our dedicated UK Business Partnership Agreement (/uk/business-partnership-agreement) or UK Consultancy Agreement (/uk/consultancy-agreement).

Most standard business contracts—including LLC operating agreements and general partnership agreements—do not require notarization to be legally binding, provided they are properly executed by authorized parties. However, notarization or signature acknowledgments can help prevent future disputes over identity and signature authenticity, and certain financial institutions may request notarized signatures when opening commercial banking accounts.