50-State Surveys › LLC Operating Agreement Requirements by State
LLC Operating Agreement Requirements by State
Does a domestic LLC need an operating agreement, what form and timing rules apply, and which default or mandatory rules control its internal governance?
51 of 51 jurisdictions verified
every entry statute-checked, oldest 2026-07-26
What this survey covers
An operating agreement is the LLC's internal rulebook. State law decides whether members must adopt one, what forms count, when it takes effect, who is bound, and which statutory rules it can replace. This survey compares those questions for an ordinary domestic LLC in every state and the District of Columbia.
The table separates three ideas that formation checklists often blur. First, an agreement may be legally optional even though using the statutory defaults is a consequential choice. Second, an LLC act may recognize an oral, implied, electronic, or unsigned agreement while another law still requires a signed writing for a particular promise or transaction. Third, broad freedom to set management, voting, economic, and transfer rules does not mean every duty or court remedy can be waived.
How to read the table
Start with "Required or optional" and "Permitted form and signatures." Together they answer the formation-stage question: must the LLC have an agreement, and does it need to be a signed paper document? Then read "Adoption timing and effect" with "Single member and assent" to see whether a preformation or sole-member agreement works and who becomes bound without signing.
The middle columns describe what happens if the agreement is silent. They identify the statutory management and authority structure and compress the principal voting, economic, admission, and transfer defaults. Those are fallback rules, not drafting recommendations.
Finish with the last two columns. "Nonwaivable rules and duties" identifies the floor beneath the contract, while "Amendment, filing, and records" explains how the private agreement changes, when a filed public record can control as to outsiders, and what copy the LLC must retain.
What the finished survey shows
Most states make an operating agreement legally optional and use the LLC act to fill gaps. A small group instead uses affirmative adoption or agreement-existence language: Alabama, Delaware, Kansas, Maine, Missouri, and New York. Those provisions do not all work alike. New York imposes the clearest fixed rule—a written agreement before, at, or within 90 days after filing—while several others recognize oral or implied terms or state no comparable deadline or formation-invalidity consequence.
Form is the next major split. Oral, implied, record-form, or otherwise nonwritten terms are accepted in most jurisdictions. Alaska, Michigan, New Mexico, and New York use writing-based definitions or requirements; Nevada requires a tangible or electronic format. Colorado, Louisiana, Missouri, and Ohio add special writing or declaration rules for a sole member even though their multi-member rules are broader. Across many states, a generally valid oral agreement still cannot replace a separate signed-writing rule for a contribution promise, liability term, transfer restriction, or other specified provision.
The fallback governance rules resist a single national shorthand. Most states begin with member management, while Oklahoma defaults to management by designated managers. Voting may be per member, by contribution value, by profit or distribution interests, or through state-specific approval tiers. Economic defaults likewise range from equal shares to contribution-based or agreed-interest formulas. Admission, transfer, and amendment often require unanimity even where ordinary decisions use a majority. A transfer usually carries economic rights without automatically carrying voting, management, or ordinary information rights.
Private management rights and outsider-facing authority also need separate treatment. Many modern acts say membership alone creates no agency and offer a filed statement-of-authority route; other acts retain an ordinary-course member-agency rule. Some states require manager management to appear in the public formation record, while others permit the operating agreement itself to make the switch. When a private agreement conflicts with an effective filing, several acts make the agreement control internally but protect an outsider who reasonably relies on the public record.
Finally, freedom of contract has sharply different floors. Delaware permits broad duty and liability changes while preserving the implied contractual covenant of good faith and fair dealing. Many revised uniform acts instead use detailed nonwaivable lists and manifest-unreasonableness review. Other states distribute their limits section by section. Information access, knowing or intentional misconduct, unlawful distributions, judicial dissolution, member actions, and rights of nonparties recur as protected subjects, but the exact formulation must be read state by state.
The finished table contains grounded cells for all 50 states and the District of Columbia. Every cell uses current official statutory text and separates private agreement terms from statutory defaults and outsider-facing public records.
Get this answered for your state
This survey compares every state side by side. Ezel applies your state's law to your specific situation and answers with citations to the statutes.
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| State | Governing law and document name | Required or optional | Permitted form and signatures | Adoption timing and effect | Single member and assent | Management and authority defaults | Voting, economic, and transfer defaults | Nonwaivable rules and duties | Amendment, filing, and records |
|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-07-26 | Alabama Limited Liability Company Law of 2014; 'limited liability company agreement,' including an operating agreement (§§ 10A-5A-1.01, -1.02(l)) |
Required in statutory wording: an agreement 'shall be entered into,' but no separate deadline, invalidity consequence, or dissolution penalty is stated (§ 10A-5A-2.01(d)) |
Written, oral, or implied; no general LLC-Act signature, witness, acknowledgment, or notary rule. Duty or liability changes require a written agreement (§§ 10A-5A-1.02(l), -1.08(b)) |
May be entered before, at, or after certificate filing and made effective as of filing or another agreement-stated time; preformation terms become the agreement on formation (§§ 10A-5A-1.09(c), -2.01(d)) |
Sole-member agreement enforceable; LLC is bound without manifested assent, and an admitted member becomes a party and assents (§§ 10A-5A-1.02(l), -1.09) |
Agreement may choose members, managers, or another structure; otherwise members direct and oversee. Ordinary matters need a majority of members, outside-course acts need all; title alone does not create binding authority (§§ 10A-5A-3.02, -4.07) |
Per-capita majority for ordinary matters; equal pre-dissolution distributions; admission by agreement or all-member consent; transferee receives distributions, not direction, oversight, or records rights (§§ 10A-5A-4.01, -4.05, -4.07, -5.02) |
Written agreement may expand, restrict, or eliminate duties and liability, but not the good-faith covenant or bad-faith-violation liability; outsider rights, judicial dissolution, winding up, and specified statutory protections remain (§ 10A-5A-1.08(b)–(c)) |
Agreement method controls; otherwise amendment is unanimous. Agreement controls internally, effective filed writing controls relying outsiders. Keep the effective agreement and listed records; inspection procedure changes August 1, 2026 (§§ 10A-5A-1.10, -4.07, -4.09) |
| Alaska verified 2026-07-27 | Alaska Revised Limited Liability Company Act; 'operating agreement' means a written agreement among all members (Alaska Stat. §§ 10.50.990(17), 10.50.995) |
Optional; members 'may adopt' one, and the articles may restrict or eliminate their power to adopt, amend, or repeal it (§ 10.50.095) |
Written agreement among all members; no general witness, notary, or agreement-signature rule, but default assignee-admission consent and contribution promises require signed writings (§§ 10.50.165(b), 10.50.280(a), 10.50.990(17)) |
No general adoption deadline or express preformation-agreement rule; membership admission cannot be earlier than organization and follows the agreement's date or company records (§§ 10.50.080, 10.50.095, 10.50.160) |
One-member LLC permitted; the sole member must use a written agreement to have one; no deemed-assent rule, and new interests or assignee admission follow the agreement or written unanimous consent (§§ 10.50.155, 10.50.165, 10.50.990(17)) |
Member-managed unless articles state manager management; members decide by more-than-half headcount and are usual-course agents; manager-managed companies use manager majority and manager agency (§§ 10.50.075(4), 10.50.110, 10.50.150(a)–(b), 10.50.250) |
More than half of all members decides affairs; profits, remaining assets, and interim distributions are equal; assignee admission defaults to unanimity, and assignment carries economics only; the agreement may vary these rules (§§ 10.50.150, 10.50.165, 10.50.290 to -300, 10.50.375) |
Agreement exceptions are section-specific, not omnibus: it may alter nonmanager-member duty and management defaults, while the Act states good-faith/prudent-care, conflict, insider-loan, distribution-liability, court-dissolution, and inspection rules without a general agreement exception (§§ 10.50.110, 10.50.130 to -145, 10.50.305 to -320, 10.50.405, 10.50.870) |
Articles may restrict or eliminate agreement-amendment power; otherwise default amendment is written unanimous consent unless articles/agreement change it; agreement is private, and default main-office retention includes current/former agreements and amendments but may itself be varied (§§ 10.50.075, 10.50.095, 10.50.150(c), 10.50.860 to -870) |
| Arizona verified 2026-07-26 | Arizona Limited Liability Company Act; 'operating agreement' (A.R.S. §§ 29-3101 to -4202, especially § 29-3102(17)) |
Optional; the Act governs internal matters the agreement does not address (§ 29-3105(A)-(B)) |
Oral, implied, in a record (including electronic), or combined; no general signature, witness, acknowledgment, or notary condition. Certain survivorship and transfer restrictions require a signed record (§§ 29-3102(17), (21), 29-3401(F)-(G), 29-3502(F)) |
Preformation terms become the agreement on formation; no general deadline. The LLC forms when articles become effective and must then have at least one member (§§ 29-3106(C), 29-3201(D), 29-3401(A)-(B)) |
Sole-member agreement recognized; LLC is bound without assent; later member is deemed to assent (§§ 29-3102(17), 29-3106) |
Member-managed unless the public articles state manager-managed; members or managers, respectively, are ordinary-course agents. Majority in interest resolves ordinary differences; managers use manager majority (§§ 29-3201(B)(4), 29-3301, 29-3407) |
Member votes follow profit interests; interim distributions are equal shares; later admission is under the agreement or unanimous. Transfer gives distributions and limited distribution-related information, not management (§§ 29-3102(12), 29-3401(C), 29-3404, 29-3407, 29-3502) |
Cannot eliminate good faith or the duty/liability floor for wilful or intentional misconduct, unreasonably restrict information or member actions, vary stated court-dissolution grounds, or harm outsider rights in distribution limits. Other fiduciary duties and liabilities may be expanded, limited, or eliminated (§§ 29-3105(C)-(E), 29-3409 to -3410, 29-3701) |
Default unanimous amendment; agreement may require nonparty approval or conditions. Agreement controls internally, while a filed record controls reasonably relying outsiders. Keep all current and prior written agreements/amendments; management status is public in articles (§§ 29-3107, 29-3201(B)(4), 29-3407(B)(4), (C)(4), 29-3410(A)) |
| Arkansas verified 2026-07-26 | Arkansas Uniform Limited Liability Company Act; 'operating agreement' (Ark. Code §§ 4-38-101, 4-38-102(13)) |
Optional in legal effect; the Act governs each matter the agreement does not address (Ark. Code § 4-38-105(a)-(d)) |
Oral, implied, in a record, or combined; includes a sole member. No general agreement-level signature, witness, acknowledgment, or notary formality (Ark. Code § 4-38-102(13), (18)) |
Prospective initial members, including one prospective sole member, may agree before formation; terms become the agreement when the LLC forms. No general adoption deadline (Ark. Code §§ 4-38-106(c), 4-38-201(d)) |
Sole-member agreement recognized; LLC is bound without separate assent; each later member is deemed to assent (Ark. Code §§ 4-38-102(13), 4-38-106) |
Member-managed unless the agreement uses manager-managed language; equal member rights, member majority for ordinary-course differences, all members for outside-course acts. Membership alone creates no agency; filed statements may grant authority (Ark. Code §§ 4-38-301-.302, 4-38-407(a)-(c)) |
Per-capita management rights; interim distributions in equal shares; later admission generally requires all members; transfer gives distribution, not management or ordinary information, rights (Ark. Code §§ 4-38-401(c), 4-38-404(a), 4-38-407(b), 4-38-502(a)) |
Cannot eliminate good faith; loyalty, care, and other duties may be tailored only within statutory and manifest-unreasonableness limits. Information, dissolution, member-action, filing, and nonparty protections remain (Ark. Code §§ 4-38-105(e)-(g), 4-38-409-.410, 4-38-701(a)(4)) |
Default unanimous amendment; outsider-approval conditions are enforceable. Agreement is private; internally it prevails over a conflicting filed record, while relying outsiders may use the filed record. No general written-copy mandate; statutory information rights apply (Ark. Code §§ 4-38-102(13), 4-38-107, 4-38-201, 4-38-407(b)-(c), 4-38-410) |
| California verified 2026-07-26 | California Revised Uniform Limited Liability Company Act; 'operating agreement' (§ 17701.02(s)) |
Optional under the LLC Act; the Act governs matters the agreement does not address (§ 17701.10(b)) |
Oral, in a record, implied, or combined; no general signature or notary rule. Specified variations and fiduciary changes require a written agreement (§§ 17701.02(s), 17701.10(d)–(e)) |
Preformation terms may become the operating agreement on formation; no general adoption deadline (§ 17701.11(c)) |
Sole-member agreement enforceable; LLC is bound; a later member is deemed to assent, but that is not informed consent for fiduciary changes (§§ 17701.02(s), 17701.10(e), 17701.11) |
Member-managed unless the articles say manager-managed; member or manager ordinarily binds usual business; ordinary-course differences by majority, outside-course acts by all members (§§ 17702.01(b)(5), 17703.01, 17704.07(a)–(c)) |
Votes follow current-profit interests; distributions follow contribution value stated in required records; new members require all-member consent unless the agreement provides; a transferee gets economic, not governance, rights (§§ 17704.01(c), 17704.04(a), 17704.07(r), 17705.02) |
Cannot eliminate good-faith covenant or loyalty; care cannot be unreasonably reduced; information rights, judicial dissolution, member actions, and specified misconduct liability remain protected (§ 17701.10(c)–(g)) |
Default unanimous amendment; agreement controls internally, filed record controls relying outsiders; keep written agreement and amendments at the designated office (§§ 17701.12(d), 17701.13(d)(5), 17704.07(b)(5), (r)(2)) |
| Colorado verified 2026-07-26 | Colorado Limited Liability Company Act, C.R.S. §§ 7-80-101–1101; 'operating agreement' (§§ 7-80-101–102) |
Optional; Article 80 controls matters the agreement does not address (§ 7-80-108(1)(a)) |
Multi-member agreement generally need not be written. Sole member uses a signed writing, written member-company agreement, or oral agreement with a nonmember manager; no general witness/notary rule (§§ 7-80-102(11), -108(3)) |
May be entered before, at, or after articles filing; may take effect at formation or a later agreement-specified time (§§ 7-80-108(1)(c), -207) |
Sole-member routes are expressly defined; agreement is of all members and binds the LLC, and governs assignees/transferees. Later admission defaults to all-member consent (§§ 7-80-102(9), (11), -108(1), -701) |
Articles must choose member or manager management. Ordinary decisions use member or manager majority; agency follows the public choice, and outside-course acts require all members (§§ 7-80-204(1)(e), -401–402, -405) |
Ordinary votes use majority headcount; profits/losses and distributions use recorded contribution value. New member and amendment require all members; assignment alone transfers economics, not management (§§ 7-80-401, -503–504, -701–702, -706) |
Duties may be restricted/eliminated if not manifestly unreasonable, but good faith remains; information cannot be unreasonably restricted, nonparty rights need consent, and last-member continuation is protected (§§ 7-80-108, -404, -408, -801) |
All members approve amendment by default. Agreement is private; written copy is inspectable. Articles amendments are separate filings, and public management terms govern ordinary agency (§§ 7-80-209, -401(2), -405, -408) |
| Connecticut verified 2026-07-26 | Connecticut Uniform Limited Liability Company Act; 'operating agreement' (Conn. Gen. Stat. §§ 34-243, 34-243a(20)) |
Optional; the Act fills matters the agreement does not address (Conn. Gen. Stat. § 34-243d(a)–(b)) |
Oral, implied, in a record, or combined; no general signature, witness, acknowledgment, or notary formality (Conn. Gen. Stat. § 34-243a(20)) |
Initial members may agree before formation; terms become the operating agreement upon formation (Conn. Gen. Stat. §§ 34-243e(c), 34-247(d)) |
Sole-member agreement recognized; company is bound without assent, and a person becoming a member is deemed to assent (Conn. Gen. Stat. §§ 34-243a(20), 34-243e) |
Member-managed unless agreement expressly chooses manager-management; majority-in-interest ordinary decisions, but membership alone creates no agency (Conn. Gen. Stat. §§ 34-251, 34-255f) |
Majority-in-interest ordinary voting, two-thirds outside ordinary course, unanimous amendment; interim distributions track unreturned contributions; transfer carries distributions only (Conn. Gen. Stat. §§ 34-255c, 34-255f, 34-259a) |
Detailed mandatory list protects good faith, bad-faith liability floor, information, dissolution, court access, and third-party rights; duties may be tailored only within stated limits (Conn. Gen. Stat. §§ 34-243d, 34-255h, 34-267) |
Agreement sets amendment method; default is all members, and third-party approval may be required; agreement is not filed, while filed records can protect relying outsiders; statutory information rights remain (Conn. Gen. Stat. §§ 34-243f, 34-247, 34-255f, 34-255i) |
| Delaware verified 2026-07-27 | Delaware Limited Liability Company Act; 'limited liability company agreement' (also operating agreement) (6 Del. C. § 18-101(9)) |
Must be entered into or otherwise exist before, at, or after filing; no general deadline or formation-invalidity consequence stated (§§ 18-201(b), (d)) |
Written, oral, or implied; no general execution or notary rule; members, managers, assignees, and LLC are bound without signing; not subject to statute of frauds (§ 18-101(9)) |
May exist before, at, or after certificate filing and may be effective at filing or another stated/reflected time (§ 18-201(d)) |
Sole-member agreement enforceable; LLC and members/managers/assignees bound without execution; agreement may admit a person without signature if its conditions are met (§§ 18-101(9), 18-301) |
Member-managed by profit-interest percentage; more than 50% controls, and each member and manager may bind the LLC unless the agreement provides otherwise (§ 18-402) |
Profits, losses, and distributions follow agreed contribution value; new-member and assignee admission generally require all-member consent; assignment transfers economics, not management (§§ 18-301, 18-503 to -504, 18-702, 18-704) |
Agreement may expand, restrict, or eliminate fiduciary duties and liability, but not the implied covenant or liability for its bad-faith breach; information rights are restrictable; distribution and judicial-dissolution rules remain in the Act (§§ 18-305(g), 18-607, 18-802, 18-1101) |
Agreement's amendment method controls; if silent, all members approve. Certificate—not agreement—is filed; keep current member/manager contact record, and members may obtain written agreement/certificate copies subject to permitted limits (§§ 18-201, 18-302(e)–(f), 18-305) |
| District of Columbia verified 2026-07-27 | Uniform Limited Liability Company Act of 2010; 'operating agreement' (D.C. Code §§ 29-801.01, 29-801.02(10)) |
Optional; the agreement governs chosen matters and Chapter 8 governs gaps (§ 29-801.07(a)–(b)) |
Oral, in a record, implied, or any combination; includes a sole member; no general agreement signature, witness, acknowledgment, or notary rule (§ 29-801.02(10)) |
No general deadline; prospective initial members or one intended member may set terms that become the agreement upon formation (§§ 29-801.08(c), 29-802.01(d)) |
Sole-member agreement recognized; the LLC is bound without assent, each later member is deemed to assent, and postformation admission follows the agreement or unanimous consent (§§ 29-801.02(10), 29-801.08, 29-804.01) |
Member-managed unless the agreement selects manager management; equal management rights, majority ordinary decisions, unanimity outside the ordinary course; membership alone creates no agency, but a statement of authority may bind outsiders (§§ 29-803.01 to -803.02, 29-804.07) |
Equal management votes and equal distributions; later member admission defaults to unanimity; transfer gives distributions only and not management or ordinary information rights (§§ 29-804.01, 29-804.04, 29-804.07, 29-805.02) |
Cannot eliminate good faith, protected court dissolution, filing/registered-agent rules, outsider rights, or liability for bad faith, intentional misconduct, or knowing illegality; loyalty/care changes face manifest-unreasonableness and misconduct floors, and information rights cannot be unreasonably restricted (§§ 29-801.07, 29-804.09 to -804.10, 29-807.01) |
Default unanimous amendment; required nonparty approval or condition is enforced; agreement prevails internally over a conflicting filing, while reasonable outsider reliance favors the filing; certificate—not agreement—is filed, and members inspect material company records (§§ 29-801.09, 29-802.01, 29-804.07(b)(5), 29-804.10) |
| Florida verified 2026-07-26 | Florida Revised Limited Liability Company Act, Chapter 605; 'operating agreement' (§ 605.0102(45)) |
Optional; Chapter 605 governs matters the agreement does not address (§ 605.0105(2)) |
Oral, implied, in a record, or combined; no general signature/notary rule and generally no statute of frauds. Contribution promise must be written and signed (§§ 605.0102(45), 605.0106(6), 605.0403(1)) |
Preformation terms become the operating agreement upon formation; no general post-formation deadline (§ 605.0106(3)) |
Sole-member agreement valid; LLC, later member, manager, and transferee bound without signature or express assent (§§ 605.0102(45), 605.0106) |
Member-managed unless agreement or articles say manager-managed; member/manager ordinary-course agency applies, subject to authority records and notice (§§ 605.0301, 605.0407, 605.04074) |
Votes follow profit interests; majority-in-interest handles ordinary and outside-course acts; distributions follow recorded contribution value; new member default unanimous; transferee gets economic rights only (§§ 605.0401, 605.0404, 605.04073, 605.0502) |
May tailor duties within manifest-unreasonableness and misconduct limits; cannot eliminate good-faith covenant, authorize willful/intentional misconduct or knowing law violation, or unreasonably restrict records, dissolution, or member actions (§ 605.0105(3)–(5)) |
Default unanimous amendment, modifiable by agreement; agreement controls internally while filed record controls relying outsiders; retain record-form agreement and amendments (§§ 605.0105(1)(d), 605.0107, 605.04073, 605.0410) |
| Georgia verified 2026-07-27 | Georgia Limited Liability Company Act, O.C.G.A. §§ 14-11-100–14-11-1109; 'operating agreement' (§ 14-11-101) |
Optional — the Act has no adoption command; its management, voting, economic, and transfer defaults apply unless the articles or a written operating agreement replace them (§§ 14-11-304, 14-11-308, 14-11-403–14-11-404) |
Written or oral; no general witness, acknowledgment, or notarization rule. A sole member's signed writing expressly qualifies, and many statutory variations require a written agreement (§§ 14-11-101, 14-11-304–14-11-305) |
No statutory adoption deadline; the LLC forms when its articles become effective, initial admission occurs no earlier than formation, and the Act states no separate preformation-effect rule (§§ 14-11-203, 14-11-505(a)) |
A sole member may adopt an agreement; a signed sole-member writing is expressly enforceable. The LLC is bound without executing it, and a written agreement can bind a later member or assignee without signature if statutory conditions and a written records request are met (§§ 14-11-101, 14-11-505(d), (f)) |
Member-managed unless the articles or a written agreement vest management in managers; members decide ordinary matters by majority. Only an articles designation switches statutory ordinary-course agency from members to managers (§§ 14-11-301, 14-11-304, 14-11-308(a)) |
One vote per member and member majority for ordinary matters; unanimity for major actions, new members, agreement amendments, and distributions. Profits/losses and distributions are equal; an assignee gets economics, not governance, until unanimously admitted (§§ 14-11-308, 14-11-403–14-11-404, 14-11-502–14-11-505) |
Articles or a written agreement may expand, restrict, or eliminate duties, but not liability for intentional misconduct, a knowing violation of law, or an improper personal benefit; duty limits do not shield wrongful-distribution liability. The Act separately provides member judicial dissolution and does not label that remedy waivable (§§ 14-11-305, 14-11-408, 14-11-603(a)) |
Default unanimous amendment; the agreement is private, but the articles may carry agreement terms and prevail in a conflict. Unless varied, keep any written agreement and amendments at the principal office for member inspection (§§ 14-11-203–14-11-204, 14-11-308(b)(5), 14-11-313, 14-11-1107(h)) |
| Hawaii verified 2026-07-27 | Hawaii Uniform Limited Liability Company Act; 'operating agreement' (HRS §§ 428-101, 428-103) |
Optional; all members may enter one, and Chapter 428 governs matters it does not address (HRS § 428-103(a)) |
Section 428-103 states no general writing or signature condition; record-form agreements, written actions in lieu, and proxies have separate record/signature rules. No agreement-level witness, acknowledgment, or notary condition is stated (HRS §§ 428-101, 428-404(d)-(e), 428-408(c)) |
No stated adoption deadline or preformation-effect rule; LLC existence begins when articles are filed, and Chapter 428 supplies defaults until an agreement governs (HRS §§ 428-103(a), 428-202(b)) |
One-member LLC expressly permitted; the sole member may act as all members. An admitted transferee is subject to the agreement; later admission otherwise needs all-member consent (HRS §§ 428-202(a), 428-404(c)(7), 428-503(a)-(b)) |
Member-managed unless articles designate manager management; equal member rights and member majority for ordinary matters, with specified unanimous matters. Ordinary-course member/manager agency follows the public management form (HRS §§ 428-101, 428-203(a)(5), 428-301, 428-404) |
Votes count members/managers equally; interim distributions are equal and require all-member approval; new members require unanimity. A transferee receives distributions only unless admitted (HRS §§ 428-404, 428-405, 428-502 to -503) |
Cannot unreasonably restrict information, eliminate loyalty or good faith, unreasonably reduce care, vary specified judicial expulsion/winding-up rules, or restrict protected third-party rights; unlawful distributions can create personal liability (HRS §§ 428-103(b), 428-407, 428-409, 428-601(5), 428-801(3)-(5)) |
Default unanimous amendment; filed articles are separate and protect detrimental outsider reliance, while the agreement controls insiders. A member may request a copy of any agreement in record form (HRS §§ 428-203(c), 428-204, 428-404(c)(1), 428-408(c)) |
| Idaho verified 2026-07-26 | Idaho Uniform Limited Liability Company Act; 'operating agreement' (Idaho Code §§ 30-25-101, 30-25-102(a)(9)) |
Optional; the Act governs matters the agreement does not address (Idaho Code § 30-25-105(a)-(b)) |
Oral, implied, in a record, or combined; includes a sole member. No general agreement-level signature, witness, acknowledgment, or notary formality (Idaho Code § 30-25-102(a)(9)) |
Prospective initial members, including one prospective sole member, may agree before formation; terms become the agreement when the LLC forms. No general adoption deadline (Idaho Code §§ 30-25-106(c), 30-25-201(d)) |
Sole-member agreement recognized; LLC is bound without separate assent, and each later member is deemed to assent (Idaho Code §§ 30-25-102(a)(9), 30-25-106) |
Member-managed unless the agreement uses manager-managed language; equal rights, member majority for ordinary-course differences, all members for outside-course acts. Membership alone creates no agency; filed statements may grant outsider authority (Idaho Code §§ 30-25-301-.302, 30-25-407(a)-(c)) |
Per-capita management rights; equal interim distributions; later admission generally requires all members; transfer gives distributions, not management or ordinary information, rights (Idaho Code §§ 30-25-401(c), 30-25-404(a), 30-25-407(b)-(c), 30-25-502) |
Cannot eliminate good faith; loyalty, care, and other duties may be tailored only within statutory and manifest-unreasonableness limits. Information, dissolution, member-action, filing, misconduct-liability, and nonparty protections remain (Idaho Code §§ 30-25-105(c)-(e), 30-25-409-.410, 30-25-701(a)(4), 30-25-801) |
Default unanimous amendment in either management form; outsider-approval conditions are enforceable. Secretary of State will not accept the agreement for filing; internally it prevails over conflicting filed records, while relying outsiders may use the filing. Information access may carry reasonable restrictions (Idaho Code §§ 30-25-107(a), (d), 30-25-201(c), 30-25-407(b)(4)(B), (c)(3)(B), 30-25-410(h)) |
| Illinois verified 2026-07-26 | Illinois Limited Liability Company Act; 'operating agreement' (805 ILCS 180/1-5, 15-5) |
Optional; members may enter an agreement, and the Act governs matters it does not address (§ 15-5(a)) |
Oral, in a record, implied, or combined; no general signature, witness, or notary rule (§ 1-5) |
May be entered before, at, or after articles filing and effective from formation or a stated time/date; no general deadline (§ 15-5(h)) |
Sole-member agreement recognized; LLC is bound without separate assent and each new member is deemed to assent (§§ 1-5, 15-5(f)–(g)) |
Member-managed unless agreement expressly selects manager management; equal management, majority ordinary business. Member status alone gives no agency; filed authority statement can protect outsiders (§§ 13-5, 13-15, 15-1) |
Equal member management votes; equal interim distributions; new-member admission and major listed acts require unanimity; transfer gives distributions, not membership or management rights (§§ 10-1, 15-1, 25-1, 30-1 to 30-10) |
Cannot unreasonably restrict information, eliminate good-faith covenant, bar dissociation, override authority-statement priority, or erase specified fiduciary and misconduct-liability floors (§§ 15-3, 15-5) |
Default unanimous amendment; agreement itself is not a required filing, though articles may include internal provisions; keep effective written agreement and amendments for inspection (§§ 1-40, 5-5, 15-1(d)) |
| Indiana verified 2026-07-26 | Indiana Business Flexibility Act; 'operating agreement' (IC 23-18-1-1, -16) |
Optional; members may enter an agreement, and statutory defaults govern when it is silent (IC 23-18-4-5; 23-18-4-1 to -3; 23-18-5-3 to -4) |
Written or oral and binding on all members; no general witness/notary rule. Written agreement required for specified duty, authority, admission, and transfer variations (IC 23-18-1-16; 23-18-4-2 to -4; 23-18-6) |
No general deadline or express preformation rule; initial agreement needs all current members, and admission is no earlier than organization or the agreement-specified time (IC 23-18-4-6(a); 23-18-6-1) |
One-member LLC allowed; initial agreement requires all current members. Later direct admission follows the agreement or all members' written consent; no general deemed-assent rule (IC 23-18-6-0.5 to -1) |
Member-managed unless articles provide manager(s); contribution-majority member decisions, manager-majority decisions, and unanimous authorization for non-usual acts unless written agreement provides (IC 23-18-2-4(b)(4); 23-18-3-1.1; 23-18-4-1, -3) |
Member votes, profits/losses, and distributions follow received, unreturned contribution value; assignment transfers distributions only, and assignee membership generally needs unanimous other-member consent (IC 23-18-1-13; 23-18-5-3 to -4; 23-18-6-3.1, -4.1) |
Written agreement may limit or eliminate duties and breach liability, but indemnity cannot cover willful misconduct or recklessness; statutory records, inspection, and court-enforcement provisions remain (IC 23-18-2-2(14); 23-18-4-4, -7 to -8) |
Initial agreement unanimous; oral amendments unanimous; written amendments written and unanimous unless agreement already provides otherwise. Agreement stays private; keep all written versions/amendments (IC 23-18-4-6, -8(a)(4)) |
| Iowa verified 2026-07-26 | Iowa Uniform Limited Liability Company Act; 'operating agreement' (§§ 489.101, 489.102(19)) |
Optional; chapter 489 governs matters the agreement does not address (§ 489.105(1)-(2)) |
Oral, implied, in a record, or combined; includes a sole member. No general signature, witness, acknowledgment, or notary formality; a signed-record agreement may require signed-record changes (§§ 489.102(19), 489.106(4)) |
Prospective initial members, including one prospective sole member, may agree before formation; terms become the operating agreement when the LLC forms. No general adoption deadline (§§ 489.106(3), 489.201(4)) |
Sole-member agreement recognized; LLC is bound without separate assent; each later member is deemed to assent (§§ 489.102(19), 489.106(1)-(3)) |
Member-managed unless the agreement uses manager-managed language; equal member rights, majority for ordinary-course differences, all members for outside-course acts. Membership alone creates no agency; filed statements may grant authority (§§ 489.301-.302, 489.407(1)-(3)) |
Per-capita management rights; interim distributions in equal shares; later admission generally requires all members; transfer gives economic, not management or ordinary information, rights (§§ 489.401(3), 489.404(1), 489.407(2), 489.502) |
Cannot eliminate good faith; loyalty, care, and other duties may be tailored only within statutory and manifest-unreasonableness limits. Information, dissolution, member-action, filing, and nonparty protections remain (§§ 489.105(3)-(6), 489.409-.410, 489.701, 489.801) |
Default unanimous amendment; signed-record and outsider-approval conditions are enforceable. Agreement is private; internally it prevails over a conflicting filed record, while relying outsiders may use the filed record; statutory information rights apply (§§ 489.106(4), 489.107, 489.201(2), 489.407(2)-(3), 489.410) |
| Kansas verified 2026-07-26 | Kansas Revised Limited Liability Company Act; 'operating agreement' (K.S.A. §§ 17-7662, 17-7663(m)) |
The Act says an agreement 'shall' exist, but it may be implied and may arise before, at, or after filing; no fixed deadline or stated formation-invalidity consequence (K.S.A. §§ 17-7663(m), 17-7673(b)-(c)) |
Written, oral, or implied; not subject to a statute of frauds. No general agreement-level signature, witness, acknowledgment, or notary formality (K.S.A. § 17-7663(m)) |
May be entered into or otherwise exist before, at, or after articles filing and may be effective at filing or another reflected time or date (K.S.A. § 17-7673(c)) |
Sole-member agreement enforceable; members, managers, assignees, and the LLC are bound without executing it. Written terms may admit a person through stated conduct without signature (K.S.A. § 17-7663(m)) |
Member-managed in proportion to current profit interests; more than 50% controls. Manager-management exists only to the agreement's stated extent; § 17-7693 states no separate ordinary-/outside-course authority split (K.S.A. § 17-7693) |
Profit-interest voting; profits, losses, and distributions by received, unreturned contribution value; later nonassignee admission and assignee governance generally need all members; assignment alone transfers economics, not member powers (K.S.A. §§ 17-7686(b), 17-7687(e), 17-7693, 17-76,101-.102, 17-76,112, 17-76,114) |
Maximum freedom of contract: duties and liability may be expanded, restricted, or eliminated, but not the implied covenant or liability for a bad-faith covenant violation. Information rights may be restricted only through § 17-7690(g)'s routes; statutory court remedies remain stated (K.S.A. §§ 17-7672, 17-7690(g), 17-76,117, 17-76,134) |
Follow the agreement's amendment method and outsider approvals; absent a method, unanimity applies only to LLCs originally filed on/after July 1, 2014. Agreement is not the required articles filing; qualifying members may obtain a written copy, and the LLC must maintain current member/manager addresses (K.S.A. §§ 17-7673(a), 17-7687(f)-(g), 17-7690(a), (d), (g)-(h)) |
| Kentucky verified 2026-07-26 | Kentucky Limited Liability Company Act; 'operating agreement' (KRS 275.003, 275.015(21)) |
Optional; the Act fills gaps left by the articles and agreement (KRS 275.003(8)) |
Written or oral; signed writing required for a contribution obligation, and some variations require a written agreement (KRS 275.015(21), 275.200(1)) |
No general adoption deadline; defaults govern gaps, and member admission cannot predate formation (KRS 275.003(8), 275.275(2)) |
Sole-member executed writing qualifies; manager-managed member/LLC agreement may be oral; LLC and admitted members are parties by default (KRS 275.015(21), 275.003(4), 275.275(3)) |
Articles choose member- or manager-management; members otherwise manage and are usual-course agents, while managers have exclusive management and agency when so stated (KRS 275.025(1)(d), 275.135, 275.165) |
Member votes and economics track received, unreturned contribution value; managers vote per capita; assignment transfers distributions only, with statutory admission consents (KRS 275.175, 275.205, 275.210, 275.255, 275.265, 275.275) |
Written terms may alter care/loyalty duties and limit monetary liability, but cannot eliminate good faith and fair dealing; own wrongdoing and the judicial-dissolution standard remain statutory (KRS 275.003(7), 275.150(3), 275.170, 275.180, 275.290) |
Member approval is the amendment default; a written-only amendment clause is enforceable; articles disclose management, and all written agreement versions must be retained (KRS 275.175(2), 275.177, 275.025, 275.185) |
| Louisiana verified 2026-07-26 | Louisiana Limited Liability Company Law, La. R.S. 12:1301 et seq.; 'operating agreement' (§ 12:1301(A)(16)) |
Optional; formation requires articles and an initial report, while statutory defaults govern matters not changed by the articles or an agreement (§§ 12:1304, 12:1311–1319) |
Multi-member agreement may be written or oral; sole-member agreement must be written and between member and company. No general signature/notary rule, but contribution promise must be signed and many variations require writing (§§ 12:1301(A)(16), 12:1322) |
No express agreement-adoption deadline or preformation-effect rule; LLC existence begins on filing, with limited five-day relation-back to acknowledgment or authentic-act execution (§ 12:1304) |
Single-member agreement must be written between member and company; Act has no general deemed-assent rule for the LLC, later members, managers, or assignees (§§ 12:1301(A)(16), 12:1332) |
Members manage unless articles provide manager management; written agreement may alter member management rights. Member/manager is ordinary-course mandatary except for immovables; outsider notice can turn on articles (§§ 12:1311–1312, 12:1317) |
One vote per member and majority decisions; profits, losses, and interim distributions equal unless written agreement changes them. Assignment transfers economics only; membership requires unanimous written consent unless articles/written agreement provide otherwise (§§ 12:1318, 12:1323–1324, 12:1330, 12:1332) |
Fiduciary and prudent-person duties apply; articles/written agreement may limit monetary liability and indemnify, but not an improper financial benefit or intentional crime. Solvency, wrongful-distribution, fraud/professional-wrongful-act, and judicial-dissolution rules remain (§§ 12:1314–1315, 12:1320, 12:1327–1328, 12:1335) |
Default majority member vote amends agreement or articles; agreement is private, articles amendments are filed. Keep any written agreement; authority restrictions bind outsiders by deemed notice only when articles state restrictions exist (§§ 12:1309, 12:1317–1319) |
| Maine verified 2026-07-27 | Maine Limited Liability Company Act; 'limited liability company agreement' (31 M.R.S. §§ 1501, 1502(15)) |
Required; an agreement must be entered into or otherwise exist. A filed certificate plus one or more members is conclusive evidence that one exists (31 M.R.S. §§ 1502(14), 1531(1)(B)-(C)) |
Written, oral, or implied; sole-member agreement recognized. No general signature, witness, acknowledgment, or notary rule, but duty/liability modification and contribution promises have specified writing rules (31 M.R.S. §§ 1502(15), 1521(3), 1522(1)(G)) |
May be entered before, at, or after certificate filing and made effective as of formation or another reflected time. Initial admission occurs no earlier than formation and agreement compliance (31 M.R.S. §§ 1523(3), 1531(1)(B), 1551(1)) |
One-member agreement enforceable; prospective sole member may assent before formation. LLC is bound without assent, and an admitted member becomes a party and assents (31 M.R.S. §§ 1502(15), 1523) |
Members direct and oversee; a profit-interest majority decides ordinary-course matters and all members decide outside-course acts. Authority may arise under the agreement, member authorization, a filed statement, or—absent a statement—status as manager, member, president, or treasurer (31 M.R.S. §§ 1502(17), 1541-1542, 1556) |
Majority means over 50% of profit interests; distributions follow recorded agreed contribution values. Later admission generally requires all members. Only the distribution right transfers by default, without management or information rights (31 M.R.S. §§ 1502(17), 1551(2), 1554, 1571-1572) |
Written terms may eliminate duties and liability, but not the implied good-faith covenant or bad-faith-violation damages. Entity separateness, governing law, protected outsider rights, court filing power, written contribution promises, and required winding up remain; improper-distribution liability also applies (31 M.R.S. §§ 1521(3), 1522, 1555) |
Default unanimous amendment; an agreement's own amendment method controls. Agreement and certificate are separate; certificate amendments are filed and give limited public notice. Members may inspect maintained material records after 10 days' recorded notice (31 M.R.S. §§ 1524(1), 1531(3), 1532, 1556(3)(B), 1558) |
| Maryland verified 2026-07-26 | Md. Code, Corporations and Associations Title 4A (Limited Liability Companies); 'operating agreement' (§§ 4A-101(q), 4A-402) |
Optional; members 'may enter into' an agreement, and Title 4A supplies defaults unless otherwise agreed (§§ 4A-402, 4A-403, 4A-503) |
Need not be written unless articles require; initial agreement needs all members' agreement, not necessarily signatures. Statutory unanimous consents are written (§§ 4A-402(b), 4A-404) |
No express adoption deadline or preformation-effect rule; LLC forms on articles acceptance, and initial agreement requires all then-members (§§ 4A-202(b), 4A-402(b), 4A-601(a)) |
One-member agreement enforceable; LLC need not execute but is bound. Every present/later member and assignee is bound without execution (§ 4A-402(d)) |
Members manage and are ordinary-course agents unless otherwise agreed; agreement may grant exclusive management to nonmembers. Filed articles can limit member authority with presumed notice (§§ 4A-401–402) |
Votes track profit interests; ordinary matters need a majority. Profits/losses track capital contribution value and distributions track profits; later admission unanimous; assignment conveys economics only (§§ 4A-403, 4A-503, 4A-601, 4A-603–604) |
No numbered nonwaivable or fiduciary-duty list. Agreement is subject to articles and law; indemnity cannot cover willful misconduct/recklessness, and liability shield, reasonable inspection, enforcement, and dissolution remain statutory (§§ 4A-203(14), 4A-301, 4A-402(d), 4A-406, 4A-903) |
Agreement method controls; otherwise unanimous. Amendment may be oral unless nonunanimous or an unadmitted assignee exists. Agreement is private; written amendments go to nonconsenters and copies are inspectable (§§ 4A-402(c), 4A-406) |
| Massachusetts verified 2026-07-26 | Massachusetts Limited Liability Company Act; 'operating agreement' (G.L. c. 156C, §§ 1, 2(9)) |
Optional; the Act supplies defaults when the agreement is silent (§§ 21(d), 24, 29–30) |
Written or oral; no general Chapter 156C signature, witness, or notary rule. Specified liability, admission, and transfer terms require a written agreement (§§ 2(9), 8, 20(b), 39(a)) |
No general adoption deadline; the LLC forms on certificate filing, and initial admission occurs at the later of formation or the agreement-specified time (§§ 12(b), 20(a)) |
A domestic LLC may have 1 or more members; no special deemed-assent rule. Later direct admission follows a written agreement or all-member consent (§§ 2(5), 20) |
Member-managed unless the agreement designates manager(s); if a manager exists, the manager controls and acts. Manager names belong in the public certificate (§§ 12(a)(5), 13(c), 24) |
Decisions use >50% of unreturned contributions; profits, losses, and distributions follow received, unreturned contribution value; assignment alone transfers economics, not management (§§ 21(d), 29–30, 39, 41) |
No modern enumerated nonwaivable list. Duties may be restricted and liability limited in writing, but an adverse good-faith adjudication bars indemnity; information and judicial-dissolution rights remain statutory (§§ 8, 10, 44, 63) |
Agreement may set its amendment method; if it supplies no voting rule, >50% of unreturned contributions controls. Agreement is not filed; keep effective written copies and update public manager/material facts (§§ 9, 13, 18, 21) |
| Michigan verified 2026-07-26 | Michigan Limited Liability Company Act; 'operating agreement' (MCL 450.4101, 450.4102(2)(r)) |
Optional; the LLC exists when the articles become effective, while the Act's defaults apply without an agreement (MCL 450.4202(2)) |
Written agreement only; sole member or all members. No general witness, acknowledgment, or notary rule; an initial member need not sign if status is shown in company records, tax filings, or another written statement (MCL 450.4102(2)(r), 450.4501(1)) |
May govern admission in connection with formation or after formation; no general adoption deadline. The LLC itself begins only when the articles become effective (MCL 450.4202(2), 450.4501(1)-(2)) |
Sole-member agreement expressly enforceable. No general later-member deemed-assent rule; postformation admission follows the agreement or, absent a rule, unanimous member vote (MCL 450.4215, 450.4501(2)) |
Member-managed unless the articles delegate management to managers; members then count as managers. Multiple managers decide by majority, and a manager is the LLC's business agent (MCL 450.4401-.4406) |
For post-1997 LLCs, 1 vote and equal distributions per member; majority in interest generally decides submitted matters. New members and assignee admission require unanimity absent agreement; assignment alone carries no member-management rights (MCL 450.4303, 450.4501-.4506) |
No general nonwaivable-term list. Managers owe statutory good-faith, prudent-care, and company-interest duties; an agreement may alter the profit-accounting duty and limit monetary liability, but § 450.4407 preserves stated exceptions. Distribution liability, member court remedies, and judicial dissolution remain statutory (MCL 450.4308, 450.4404, 450.4407, 450.4515, 450.4802) |
No separate statutory amendment method; the defined agreement is written and made by the sole member or all members. It is not the formation filing; articles control conflicts. Keep records showing distribution and voting shares, and formal accounting remains available as the agreement provides or when just and reasonable (MCL 450.4102(2)(r), 450.4213(f)-.4214, 450.4503(5)) |
| Minnesota verified 2026-07-26 | Minnesota Revised Uniform Limited Liability Company Act, ch. 322C; 'operating agreement' (§ 322C.0102, subd. 17) |
Optional; articles alone form the LLC, and Chapter 322C supplies any internal rule the agreement does not address (§§ 322C.0201, .0110, subd. 2) |
Oral, in a record, implied, or combined; includes a sole member. Chapter 322C imposes no general signature, witness, or notary condition (§ 322C.0102, subd. 17) |
Preformation terms become the operating agreement when the articles filing forms the LLC; no general later-adoption deadline (§§ 322C.0111, subd. 3; .0201, subd. 4) |
Sole member may assent alone; LLC is bound without separate assent; every person becoming a member is deemed to assent (§§ 322C.0102, subd. 17; .0111, subds. 1–3) |
Member-managed unless the agreement says manager- or board-managed; equal member rights, majority ordinary-course decisions, unanimity outside ordinary course. Membership alone creates no agency; a filed authority statement can protect relying outsiders (§§ 322C.0407, subds. 1–3; .0301–.0302) |
Member-managed voting is one member/one vote; interim distributions are equal; postformation admission requires all members unless the agreement provides; transferee gets distributions, not management or ordinary information rights (§§ 322C.0407, subd. 2; .0404; .0401, subd. 4; .0502) |
Good faith remains; duty changes must satisfy the manifestly-unreasonable limits; information rights, specified dissolution/court powers, member actions, nonparty rights, and serious-misconduct liability remain protected (§§ 322C.0110, subds. 3–8; .0409–.0410; .0701) |
Default unanimous amendment; agreement may require a third-party approval or condition. Articles form the LLC; agreement controls insiders, while a conflicting filed record controls an outsider's reasonable reliance; members retain statutory information rights (§§ 322C.0407, subds. 2–3; .0112; .0201; .0410) |
| Mississippi verified 2026-07-26 | Revised Mississippi Limited Liability Company Act; 'operating agreement' or 'limited liability company agreement' (Miss. Code §§ 79-29-101, 79-29-105) |
Optional — the Act calls the agreement part of the organizational documents 'if any'; all initial members must agree if one is adopted (Miss. Code §§ 79-29-105, 79-29-123(1)) |
Generally written, oral, or implied; members, managers, assignees, and the LLC may be bound without signing. Specified provisions require a written agreement, and contribution promises require a signed writing; no general witness, acknowledgment, or notary rule (Miss. Code §§ 79-29-105, 79-29-123(3), (7), 79-29-503(1)) |
No general adoption deadline or express preformation-effect rule. All initial members must agree; the LLC forms when the certificate is filed or on its permitted delayed effective date (Miss. Code §§ 79-29-123(1), 79-29-201) |
Sole-member agreement expressly enforceable; members, managers, assignees, and the LLC are bound without execution. Written admission terms may bind an unsigned entrant who satisfies stated conditions (Miss. Code § 79-29-105) |
Member-managed by current profit-interest percentages; more than 50% controls. Certificate or agreement may delegate to managers. Members are ordinary-course agents by default; in manager-management, members are not agents solely as members and managers are agents (Miss. Code §§ 79-29-305, 79-29-307, 79-29-309, 79-29-401) |
Votes follow current profit percentages; profits, losses, and distributions follow recorded unreturned contribution value. Later nonassignee admission needs all members' written consent; an assignee gets economics, not member governance, absent the agreement or other-member consent (Miss. Code §§ 79-29-301, 79-29-309, 79-29-505, 79-29-507, 79-29-703, 79-29-707) |
Broad customization, but good faith, protected information/court rights, filing rules, written-form requirements, and specified liability floors remain. Duties may be expanded, restricted, or eliminated only through the certificate or a written agreement where the Act so requires (Miss. Code §§ 79-29-123, 79-29-315, 79-29-803) |
Default amendment requires all members, except majority approval for a merger-result amendment. Certificate controls an inconsistent agreement; agreement itself is not filed, but annual report states whether a written one exists. Keep copies of effective agreements at the principal office (Miss. Code §§ 79-29-115, 79-29-123(2), 79-29-201, 79-29-215) |
| Missouri verified 2026-07-26 | Missouri Limited Liability Company Act, RSMo §§ 347.010–.187; 'operating agreement' (§§ 347.015(13), .081) |
Required: member(s) 'shall adopt' an agreement; § 347.081 states no separate filing or missing-agreement penalty |
Multi-member: written or oral among all members. Sole member: written declaration. Initial members sign or otherwise become parties; no general witness or notary rule (§§ 347.015(11), (13), .113) |
Initial members must be identified in and become parties to the agreement when the LLC forms; no separate post-formation deadline or agreement filing (§§ 347.015(11), .113(1)) |
Sole member uses a written declaration. Later member must become a party and satisfy the agreement, or, if it is silent, obtain every member's written consent (§§ 347.015(13), .113) |
Articles choose member or manager management; managers are selected under the agreement. Ordinary-course agency follows that structure; unusual acts require agreement authorization (§§ 347.039(1)(4), .065, .079) |
Ordinary decisions: >1/2 by number of authorized persons; specified major acts: unanimous. Contributions precede equal residual distributions; allocation rules differ; assignment alone transfers economics (§§ 347.079, .101, .111, .115) |
No modern numbered nonwaivable list; agreement may expand or restrict duties/liabilities. Good-faith reliance, entity liability shield, statutory records/access, and legal/equitable enforcement remain in the Act (§§ 347.057, .081, .088, .091) |
Agreement controls; written-agreement amendment is unanimous by default. Agreement is private; retain effective, amended, and superseded written versions (§§ 347.079(3)(1), .091(1)(4)) |
| Montana verified 2026-07-27 | Montana Limited Liability Company Act; 'operating agreement' (MCA §§ 35-8-101, 35-8-102(23)) |
Optional; all members may enter one, and Chapter 8 governs matters it does not address (MCA § 35-8-109(1)) |
Generally need not be written; a writing is required to vary recordkeeping, distribution-sharing, or admission rules. No general agreement-level signature, witness, acknowledgment, or notary condition (MCA § 35-8-109(1), (3)) |
No stated adoption deadline or preformation-effect rule; LLC existence begins when articles are filed, and statutory defaults apply until valid terms replace them (MCA §§ 35-8-109(1), 35-8-201(2)) |
One-member LLC permitted; the sole member may act as all members. The agreement definition requires terms binding all members, and an admitted transferee is subject to the agreement; no separate company-signature rule is stated (MCA §§ 35-8-102(23), 35-8-201(1), 35-8-707(3)) |
Member-managed unless articles designate manager management; equal rights and member majority for ordinary matters, with listed unanimous matters, all alterable by articles/agreement after 2025 HB 898. Agency follows the public form (MCA §§ 35-8-102(20), (22), 35-8-202(1)(e), 35-8-301, 35-8-307) |
Votes count members/managers equally; interim distributions and admission default to unanimity. Distribution shares are equal unless written terms provide otherwise. A transferee receives distributions only unless admitted by written authority or all-other-member consent (MCA §§ 35-8-307, 35-8-601, 35-8-707) |
Cannot unreasonably restrict information, eliminate loyalty or good faith, unreasonably reduce care, vary specified judicial expulsion/dissolution rules, or restrict protected outsider rights; wrongful distributions can create personal liability (MCA §§ 35-8-109(4), 35-8-310, 35-8-605, 35-8-803(1)(f), 35-8-902) |
Default unanimous amendment, but articles/agreement may change it. Article amendments are filed; internally the agreement controls conflicts, while relying outsiders may use the articles. Written agreements and amendments are default company records, and only written terms can vary recordkeeping (MCA §§ 35-8-109(3)(a), 35-8-202(3), 35-8-203, 35-8-307(3)(a), 35-8-405) |
| Nebraska verified 2026-07-26 | Nebraska Uniform Limited Liability Company Act; 'operating agreement' (Neb. Rev. Stat. §§ 21-101, 21-102(14)) |
Optional; the Act governs each matter the agreement does not address (Neb. Rev. Stat. § 21-110(a)) |
Oral, in a record, implied, or combined; includes a sole member. No general agreement-level signature, witness, acknowledgment, or notary formality (Neb. Rev. Stat. § 21-102(14), (19)) |
Two prospective members may agree before formation, and a prospective sole member may assent to terms; they become the agreement when the LLC forms. No general postformation deadline (Neb. Rev. Stat. §§ 21-111(c), 21-117(d)(1)) |
Sole-member agreement recognized; LLC is bound without separate assent, and each later member is deemed to assent (Neb. Rev. Stat. §§ 21-102(14), 21-111) |
Member-managed unless the agreement uses manager-managed language; equal rights, member majority for ordinary-course differences, all members for outside-course acts. Membership alone creates no agency; filed statements may grant outsider authority (Neb. Rev. Stat. §§ 21-126-.127, 21-136(a)-(c)) |
Per-capita management rights; equal interim distributions; later admission generally requires all members; transfer gives distributions, not management or ordinary information, rights (Neb. Rev. Stat. §§ 21-130(c), 21-133(a), 21-136(b)-(c), 21-141) |
Cannot eliminate good faith; loyalty, care, and liability may be tailored only within statutory and manifest-unreasonableness limits. Information, dissolution, member-action, filing, and nonparty protections remain (Neb. Rev. Stat. §§ 21-110(b)-(g), 21-138-.139, 21-147(a)(4)-(5), 21-164) |
Default unanimous amendment in either management form; outsider-approval conditions are enforceable. Agreement is private; internally it prevails over a conflicting filed record, while relying outsiders may use the filed record. Information rights may carry reasonable agreement restrictions (Neb. Rev. Stat. §§ 21-112(a), (d), 21-136(b)(5), (c)(4)(D), 21-139(g)) |
| Nevada verified 2026-07-26 | Nevada Revised Statutes chapter 86; 'operating agreement' (NRS 86.101, 86.286) |
Optional — an LLC 'may, but is not required to,' adopt one (NRS 86.286(1)) |
Valid agreement in a tangible or electronic format; adopted by unanimous vote or unanimous written consent, or by the sole member. No agreement-level witness, acknowledgment, or notary rule (NRS 86.101, 86.286(1)) |
May be adopted before, at, or after filing; preformation agreement cannot operate before legal formation and may specify formation or a later effective date (NRS 86.286(2)) |
Sole member may adopt. A postformation agreement binds the LLC without company assent; Nevada has no general later-member deemed-assent sentence, and later admission follows the agreement or statutory defaults (NRS 86.286(1)-(2), 86.326) |
Member-managed in proportion to capital contributions unless articles/agreement provide otherwise; manager-management must be placed in the articles. Any member may incur company debt in a member-managed LLC unless restricted (NRS 86.055, 86.161(1)(d), 86.291, 86.301) |
Management follows contribution interests; distributions follow recorded contribution value; later nontransferee admission generally needs all members; transferee needs majority-in-interest approval to become a member and otherwise receives economics only (NRS 86.291, 86.326, 86.341, 86.351) |
Narrow express floor: implied covenant of good faith and fair dealing cannot be eliminated, and bad-faith covenant liability cannot be waived. Other duties/liability may be expanded, restricted, or eliminated; unanimous terms may even deny statutory inspection rights (NRS 86.241(8), 86.286(5)-(7), 86.298) |
Default unanimous amendment; agreement may set another method, outsider approval, or conditions. Agreement is not a required filing, though articles may include internal terms; keep effective agreement unless it says otherwise, and unanimous terms may restrict or deny inspection (NRS 86.161, 86.241, 86.286(1), (4)) |
| New Hampshire verified 2026-07-27 | New Hampshire Revised Limited Liability Company Act; 'operating agreement' (RSA 304-C:1, :16) |
Optional; Chapter 304-C supplies 'unless the operating agreement provides otherwise' defaults, including member management (RSA 304-C:47(II)) |
Written, oral, or implied unless a written agreement provides otherwise; no general signature, witness, acknowledgment, or notary condition, and no statute of frauds. Some nonparty rights and admission mechanisms require writings (RSA 304-C:40, :44-:46) |
No general adoption deadline; LLC forms when its certificate is filed, and an initial member is admitted on the agreement's stated date or otherwise on formation. The Act does not make the entity exist before filing (RSA 304-C:31(III), :53(I)) |
At least one member required; sole-member agreement enforceable. Members and managers are deemed to assent; transferees are bound unsigned, and the LLC need not sign (RSA 304-C:20, :41-:43) |
Member-managed unless the agreement provides manager management; the certificate must state the chosen form. Members are default agents; under manager management, members are not agents and managers are, unless the agreement changes that agency rule (RSA 304-C:31(II)(d), :47, :52) |
Member votes and profit/loss/distribution shares track formation-contribution value; most member matters use a majority, while managers vote one each by number. Economic interests transfer without consent but no management rights; admission generally needs all other members (RSA 304-C:65, :67, :78-:79, :90, :94-:95, :123-:124) |
Duties and liability may be expanded, restricted, or eliminated, but not the implied contractual covenant or liability for violating it. Solvency limits, reasonable information standards, and specified fraud/illegality judicial-dissolution grounds remain (RSA 304-C:55, :93, :107, :115, :134(III)) |
Default unanimous amendment of both agreement and certificate; certificate amendments are separately filed. On reasonable written demand, members may obtain written agreements and amendments; digital records are allowed if convertible to writing (RSA 304-C:34, :55, :67(II)) |
| New Jersey verified 2026-07-26 | New Jersey Revised Uniform Limited Liability Company Act; 'operating agreement' (N.J. Stat. §§ 42:2C-1 to -94, especially § 42:2C-2) |
Optional; the Act governs any internal matter the agreement does not address (§ 42:2C-11(a)-(b)) |
Oral, in a record (including electronic), implied, or combined; no general signature, witness, acknowledgment, or notary condition in the LLC Act (§ 42:2C-2) |
No general deadline. Intended initial members may agree before formation, but the terms become the operating agreement upon formation; current formation requires filed certificate plus at least one member (§§ 42:2C-12(c), 42:2C-18(d)) |
Sole-member agreement recognized; LLC is bound without its assent; each later-admitted member is deemed to assent (§§ 42:2C-2, 42:2C-12) |
Member-managed unless the agreement says manager-managed; equal management rights, majority ordinary-course decisions, unanimity outside the ordinary course. Membership alone gives no agency power; a filed statement of authority may govern outsider reliance (§§ 42:2C-27 to -28, 42:2C-37) |
Equal management votes and equal interim distributions; later admission under the agreement or unanimously; transfer gives distributions but not management or information rights. The agreement may replace these defaults within § 42:2C-11's limits (§§ 42:2C-31(c), 42:2C-34, 42:2C-37(b), 42:2C-42) |
Cannot eliminate good faith, court-dissolution power, member-action rights, or outsider rights, and cannot unreasonably restrict information. Loyalty and other duties may be restricted or partly eliminated only if not manifestly unreasonable; care cannot authorize intentional misconduct or knowing illegality; specified money-damage liabilities remain (§§ 42:2C-11, 42:2C-35 to -36, 42:2C-39 to -40, 42:2C-48) |
Default unanimous amendment; the agreement may require a nonparty's approval or a condition. It is private: internally it prevails over a conflicting filed record, while the filed record controls reasonably relying outsiders. No general written-copy mandate; members may inspect material company records (§§ 42:2C-13, 42:2C-37(b)(5), (c)(4)(d), 42:2C-40) |
| New Mexico verified 2026-07-26 | New Mexico Limited Liability Company Act; written 'operating agreement' (NMSA 1978 §§ 53-19-1, 53-19-2(O)) |
Optional; filing articles forms the LLC, and Act defaults apply when neither the articles nor an operating agreement supplies a rule (NMSA 1978 §§ 53-19-7, 53-19-10, 53-19-17, 53-19-22-.23) |
Written agreement, amended in writing. The LLC Act states no general signature, witness, acknowledgment, or notary formality; contribution promises have separate writing rules (NMSA 1978 §§ 53-19-2(O), 53-19-20-.21) |
No express adoption window or deadline; the LLC forms when articles are filed or at their stated later time. Until written terms exist, the articles and Act supply the rules (NMSA 1978 §§ 53-19-2(O), 53-19-10) |
One person may own and operate the LLC, but the articles must state that it may carry on as a single-member LLC. No general deemed-assent rule; direct later admission follows the documents or all members' written consent (NMSA 1978 §§ 53-19-7, 53-19-8(E), 53-19-33(A), 53-19-36) |
Member-managed unless the articles vest management in managers; contribution-weighted majority decides. No general ordinary-/outside-course agency split; titled property may generally be transferred by any member, but a manager-managed LLC shifts that authority to managers (NMSA 1978 §§ 53-19-15, 53-19-17, 53-19-30) |
Votes, profits/losses, and interim distributions track contribution value; most member action uses a majority. Direct admission needs all members' written consent; assignment transfers distributions/returned capital only, and assignee membership generally needs unanimous consent (NMSA 1978 §§ 53-19-17, 53-19-22-.23, 53-19-32-.33, 53-19-36) |
Duty and liability rules in § 53-19-16 are defaults the documents may change. The Act separately requires company records and member inspection, bars insolvent distributions, imposes wrongful-distribution liability, and authorizes judicial dissolution for impracticability (NMSA 1978 §§ 53-19-16, 53-19-19, 53-19-26-.27, 53-19-40, 53-19-65) |
Agreement and amendments must be written; default amendment approval is contribution-weighted majority, while a greater-than-majority clause needs the same higher vote to amend. Agreement is not filed, but manager/single-member status belongs in articles; retain every current/prior agreement and amendment for member inspection (NMSA 1978 §§ 53-19-2(O), 53-19-8, 53-19-17(B)(1), (C), 53-19-19) |
| New York verified 2026-07-26 | New York Limited Liability Company Law; 'operating agreement' (§ 417) |
Required: members shall adopt a written operating agreement (§ 417(a)) |
Written; the LLC Law states no general signature, witness, acknowledgment, or notarization condition (§ 417(a)) |
Before, at, or within 90 days after articles are filed; never effective before formation (§ 417(c)) |
One-member LLC permitted; later admission follows the agreement or majority-in-interest vote/written consent; assignment alone gives no governance rights (§§ 203(c), 602–604) |
Member-managed unless articles vest management in managers; usual-business acts bind through member/manager agency, while unusual acts need actual authorization (§§ 401, 408, 412) |
Votes follow current-profit shares; profits/losses follow recorded contribution value; assignee receives economics, not management, until admitted (§§ 402, 503, 603–604) |
Manager good-faith/prudent-care duty; damages and indemnity cannot cover specified bad faith, intentional misconduct/dishonesty, knowing illegality, or improper profit (§§ 409, 417(a), 420) |
Default majority-in-interest amendment; existing voting thresholds are protected, while affected-member consent applies unless the agreement/articles provide otherwise; retain copies and separately file required articles changes (§§ 402(c), (e), 417(b), 1102(a)(4), 211) |
| North Carolina verified 2026-07-26 | North Carolina Limited Liability Company Act; 'operating agreement' (N.C. Gen. Stat. §§ 57D-1-01, 57D-1-03(23)) |
Optional; Chapter 57D and common law govern to the extent the agreement does not validly provide otherwise (§ 57D-2-30(a)) |
Written, oral, implied, or combined; articles may form part; sole owner may use an intended document or record. No general signature or notary rule (§ 57D-1-03(23)) |
No general adoption deadline; LLC forms when articles take effect, and agreement terms in the articles operate as part of the agreement (§§ 57D-1-03(23), 57D-2-20) |
Sole owner's intended document/record recognized; LLC is deemed a party; each new interest owner is deemed to assent and is bound (§§ 57D-1-03(23), 57D-2-31) |
Management vested in managers; all members are managers unless agreement provides otherwise. Managers have equal participation and majority control; each may act in ordinary business (§ 57D-3-20) |
Manager majority for management; all members approve agreement adoption/amendment, admission, and major listed acts; interim distributions follow contribution ratios; economic transfer gives no member rights (§§ 57D-3-03, 57D-4-03, 57D-5-02) |
Cannot override government functions, protected nonparty rights, distribution-solvency/liability floors, core information rights, or member court remedies without permitted alternatives; good faith and unconscionability apply (§§ 57D-2-30, 57D-3-04, 57D-3-21) |
Default unanimous adoption/amendment; agreement may set form and nonmember approval. Agreement controls insiders, filed document protects relying outsiders; members may obtain written agreement versions from prior four fiscal years (§§ 57D-1-03(23), 57D-2-30(d), 57D-2-31, 57D-3-04) |
| North Dakota verified 2026-07-27 | North Dakota Uniform Limited Liability Company Act; 'operating agreement' (N.D.C.C. §§ 10-32.1-01, 10-32.1-02(36)) |
Optional; the agreement governs chosen terms and Chapter 10-32.1 governs gaps (§ 10-32.1-13(1)–(2)) |
Oral, in a record (including electronic), implied, or any combination; includes a sole member; no general agreement signature, witness, or notary rule (§§ 10-32.1-02(36), 10-32.1-03) |
No general deadline; initial members may agree before formation, but the terms become the agreement upon formation; the LLC forms when articles are filed or at their stated later date (§§ 10-32.1-14(3), 10-32.1-20(4)) |
Sole-member terms qualify; the LLC is bound without manifesting assent, and each person who becomes a member is deemed to assent (§§ 10-32.1-02(36), 10-32.1-14) |
Member-managed unless the agreement selects manager or board management; post-7/31/2017 voting follows distribution interests, majority controls ordinary matters, and unanimity controls outside-course acts; membership alone creates no agency power (§§ 10-32.1-23 to -24, 10-32.1-39) |
Post-7/31/2017 votes follow distribution interests; profits, losses, and distributions follow contribution value; later admission defaults to unanimity, and transfer carries economics only (§§ 10-32.1-27, 10-32.1-30 to -30.1, 10-32.1-39, 10-32.1-44) |
May narrow or eliminate specified loyalty aspects and alter care or other duties only within manifest-unreasonableness and misconduct floors; cannot eliminate good faith, unreasonably restrict information or member actions, vary protected court dissolution, or impair outsider rights (§§ 10-32.1-13, 10-32.1-41 to -42, 10-32.1-50) |
Default unanimous amendment; required outsider approvals or conditions are honored; agreement prevails internally over a conflicting filing, while reasonable outsider reliance favors the filing; no agreement filing or universal written-copy rule (§§ 10-32.1-02(36), 10-32.1-15, 10-32.1-20, 10-32.1-39, 10-32.1-42) |
| Ohio verified 2026-07-26 | Ohio Revised Limited Liability Company Act; 'operating agreement' (Ohio Rev. Code §§ 1706.01, 1706.02) |
Optional; Chapter 1706 governs matters the agreement does not address (§ 1706.08(A)) |
Members: written or oral. Sole member: written declaration. No general witness or notary rule; contribution promises require signed writing (§§ 1706.01(R), 1706.281(A)) |
May be entered before, at, or after articles filing and effective from filing or another stated time; no general adoption deadline (§§ 1706.081(C), 1706.16(D)) |
Written sole-member agreement enforceable; LLC bound without assent; admitted member assents; assignees and dissociated members are also bound (§§ 1706.081–.082) |
Members direct and oversee; majority of members decides ordinary business, all members decide outside-course acts. Binding authority comes from the agreement, member direction, other law, or filed authority statement (§§ 1706.18–.19, 1706.30) |
Per-member majority for ordinary matters; equal interim distributions; new members require unanimity; assignment transfers distributions, not management or records rights (§§ 1706.27, 1706.29–.30, 1706.341) |
Written agreement may restrict or eliminate fiduciary duties and liability, but not the good-faith covenant or bad-faith liability; separate-entity, court, signed-contribution, bearer-certificate, and series floors remain (§§ 1706.08, 1706.31–.311) |
Default unanimous amendment or agreement method; agreement itself is not a required filing; members may inspect material maintained records, subject to permitted restrictions (§§ 1706.082(A), 1706.16, 1706.33) |
| Oklahoma verified 2026-07-26 | Oklahoma Limited Liability Company Act; 'operating agreement' (18 O.S. §§ 2000, 2001(20)) |
Optional; the Act governs matters the agreement does not address (18 O.S. § 2012.2(A)) |
Oral, in a record, implied, or combined; no general execution formality, but contribution promises must be written (18 O.S. §§ 2001(20), 2024(A)) |
No general adoption deadline; formation occurs when articles become effective, and member admission cannot predate formation (18 O.S. §§ 2004, 2007, 2035(F)) |
Sole-member agreement expressly valid; LLC, members, managers, and capital-interest assignees are bound without executing it (18 O.S. §§ 2001(20), 2012.2(B)–(C)) |
Manager-managed by default; articles or agreement may choose no designated managers, making members statutory managers; managers are company agents (18 O.S. §§ 2013, 2015, 2019) |
Member votes follow profit interests; managers vote per capita; economics follow received contribution value/profit shares; capital interests, not membership rights, are assignable by default (18 O.S. §§ 2018, 2020, 2025, 2033, 2035) |
Agreement may define duties and limit monetary liability, but not eliminate loyalty or good faith/fair dealing, or shield bad faith, intentional misconduct, knowing violations, or improper benefit (18 O.S. §§ 2016–2017) |
Agreement controls amendment; otherwise majority of voting membership interests; agreement is not a required filing, and all written versions must be retained with member access (18 O.S. §§ 2005, 2012.2(E), 2021) |
| Oregon verified 2026-07-28 | Oregon Limited Liability Company Act; 'operating agreement' means a valid written or oral agreement of the member or members about company affairs and business (ORS 63.001(25), 63.951) |
Optional — § 63.057 says 'if any'; Chapter 63 defaults govern when neither the articles nor an agreement supplies a replacement rule |
Written or oral; Chapter 63 states no general signature, electronic-record, witness, acknowledgment, or notarization condition. Agreement must be consistent with law and articles (§§ 63.001(25), 63.057) |
No fixed adoption deadline or express preformation-agreement rule. LLC existence begins on filing, and initial membership begins no earlier than filing or the later membership date in company records (§§ 63.051, 63.245(1)) |
Sole member may adopt, alter, amend, or repeal an agreement. Later admission follows the agreement or, if silent, majority-member consent; no general statutory deemed-assent rule (§§ 63.245, 63.431(2)) |
Member-managed unless articles designate manager management; equal member management rights and member-majority business decisions. Ordinary-course member or manager agency follows the public structure (§§ 63.001(20), (22), 63.130(1)-(2), 63.140) |
Default unanimous amendment/dissolution; majority for admissions, interim distributions, major asset transfers, outside-course debt and listed matters. Profits/losses equal; distributions track profit shares; assignee gets economics, not voting/management (§§ 63.130, 63.185, 63.195, 63.245, 63.249) |
Cannot completely eliminate loyalty or good-faith/fair-dealing, unreasonably reduce care, or exculpate listed loyalty, bad-faith/intentional/knowing, unlawful-distribution, or improper-benefit conduct; solvency and judicial-dissolution rules remain (§§ 63.155(10), 63.160, 63.229, 63.661(1)(b)) |
Default unanimous amendment; amendment power belongs to members/sole member unless also vested in managers, and members retain it. Agreement is not a public filing; keep current written agreement/amendments for member inspection, with articles controlling conflicts (§§ 63.057, 63.130(3)(a), 63.431, 63.771) |
| Pennsylvania verified 2026-07-26 | Pennsylvania Uniform Limited Liability Company Act of 2016; 'operating agreement' (§§ 8811–8812) |
Optional; Title 15 supplies rules for matters the agreement does not address (§ 8815(b)) |
Oral, implied, in record form, or combined; no general signature or notary rule. A record-form no-oral-amendment clause is enforceable (§§ 8812, 8817(e)) |
Preformation terms may become the agreement on formation; no general adoption deadline; company and later members are bound without separate assent (§ 8816) |
Sole-member agreement recognized; company is bound without manifesting assent and a new member is deemed to assent (§§ 8812, 8816) |
Member-managed unless agreement expressly selects managers; equal management, majority ordinary-course, unanimous outside-course. Member status alone gives no agency; manager usual-business agency depends on filed certificate (§§ 8831, 8847) |
One equal management vote per member; equal interim-distribution shares; new members require all-member consent; transfer gives distributions, not management or information rights (§§ 8841, 8844, 8847, 8852) |
Cannot erase specified loyalty/care floors or good-faith covenant, evade indemnity/exoneration limits, unreasonably restrict member actions, or overrestrict information/nonparty rights; permitted duty changes face manifest-unreasonableness review (§§ 8815, 8848, 8849.1–.2) |
Default unanimous amendment and protected higher thresholds; certificate prevails over conflicting agreement, while other filed records protect reasonable outsider reliance; member information rights may be reasonably restricted (§§ 8817, 8847, 8850) |
| Rhode Island verified 2026-07-27 | Rhode Island Limited Liability Company Act; 'operating agreement' (§§ 7-16-1, 7-16-2(23)). Enacted replacement effective Jan. 1, 2028 (2026 ch. 247) |
Not a formation condition; the LLC forms when articles are accepted and a certificate issues (§ 7-16-5) |
Written or oral; no general signature, witness, or notary rule. Important variations require a written agreement (§§ 7-16-2(23), 7-16-14 to -15, -35 to -36, -39) |
No general deadline or preformation-effect rule; articles may refer to an agreement 'made or intended to be made,' and the LLC forms on certificate issuance (§§ 7-16-5 to -6) |
A sole-member document qualifies; nonmember managers may be parties; an admitted assignee takes subject to the agreement (§§ 7-16-2(23), 7-16-36(b)) |
Member-managed unless the articles or a written agreement provide manager management; matching public articles are required, and managers bind usual business (§§ 7-16-6(a)(6), -14 to -15, -20) |
Votes, profits, losses, and distributions follow capital value; enumerated major acts and amendments need majority capital value; transfer gives economics only, with unanimous admission unless written terms differ (§§ 7-16-21, -26 to -28, -35 to -36) |
Agreement must remain consistent with law; manager-liability carveouts preserve loyalty, bad-faith and misconduct, wrongful-distribution, and improper-benefit liability; solvency, records, and judicial-dissolution rules remain (§§ 7-16-4(12), -18, -22, -31 to -32, -40) |
Default amendment approval is majority capital value; agreement is not the formation filing, articles control conflicts and must be updated for management changes; keep any written agreement at the principal office (§§ 7-16-4(12), -5 to -6, -12, -21(b)(5), -22) |
| South Carolina verified 2026-07-26 | South Carolina Uniform Limited Liability Company Act of 1996, Title 33 ch. 44; 'operating agreement' (§§ 33-44-101(13), -103) |
Optional; all members may enter one, and Chapter 44 governs matters it does not address (§ 33-44-103(a)) |
Need not be in writing; no general signature, witness, acknowledgment, or notary condition in Chapter 44 (§ 33-44-103(a)) |
No general deadline; articles create the LLC, and may contain agreement provisions (§§ 33-44-202, -203(b)) |
One-member LLC permitted; agreement definition and unanimous-member rule operate for the sole member. Chapter 44 has no later-member deemed-assent rule (§§ 33-44-202(a), -103(a), -404(c)(7)) |
Member-managed unless articles designate manager management. Members ordinarily bind a member-managed LLC; managers bind a manager-managed LLC. Equal votes and majority ordinary-business decisions (§§ 33-44-101(11)–(12), -301, -404(a)–(b)) |
Equal member or manager management rights; equal distributions; all members approve amendment, interim distribution, new member, dissolution, merger, and substantially-all-assets sale. Transferee gets distributions only unless agreement authority or all other members admit the transferee (§§ 33-44-404–.405, -502–.503) |
Cannot unreasonably restrict information, eliminate loyalty or good faith, unreasonably reduce care, alter specified expulsion/winding-up rules, or restrict protected nonparty rights (§§ 33-44-103(b), -408–.409, -801) |
Default unanimous amendment; articles may contain agreement terms. Agreement controls insiders, articles protect detrimental outsider reliance; member may demand a copy of any written agreement (§§ 33-44-203(b)–(c), -404(c)(1), -408(c)) |
| South Dakota verified 2026-07-27 | Uniform Limited Liability Company Act; 'operating agreement' (SDCL §§ 47-34A-101(14), 47-34A-1202) |
Optional; all members 'may enter into' one, and Chapter 47-34A governs gaps (§ 47-34A-103(a)) |
Written or oral; no general agreement signature, witness, or notary rule. A record may be electronic and an electronic signature may authenticate it (§§ 47-34A-101(14), (17)–(18), 47-34A-103(a)) |
No general adoption deadline or separate preformation-effect rule; initial-member agreements are contemplated before formation, and statutory defaults govern gaps (§§ 47-34A-103(a), 47-34A-401(a)–(b)) |
Sole-member agreement enforceable; a person becoming a member is deemed to assent; admitted transferee takes agreement rights, restrictions, and liabilities (§§ 47-34A-101(14), 47-34A-103(a), 47-34A-503(b)) |
Member-managed unless articles designate manager management; equal management rights and headcount majority for ordinary matters, unanimity for listed acts; ordinary-course agency follows public form (§§ 47-34A-101(11)–(13), 47-34A-203(a)(6), 47-34A-301, 47-34A-404.1) |
Equal management votes and equal distributions; new members and transferee admission require all-member consent unless agreement authority provides; transfer carries economics only (§§ 47-34A-401(c), 47-34A-404.1, 47-34A-405, 47-34A-502 to -503) |
Cannot eliminate loyalty or good faith, vary specified expulsion/winding-up rules, or restrict protected outsiders; information and care may be restricted only if not manifestly unreasonable; distribution and judicial-dissolution floors remain (§§ 47-34A-103(b)–(d), 47-34A-406 to -409, 47-34A-801) |
Default unanimous amendment; agreement controls internally over conflicting filed record, while relying outsiders may use the record; articles—not agreement—are filed; members may inspect records and demand a written-agreement copy (§§ 47-34A-103.1, 47-34A-202.1, 47-34A-404.1(c)(1), 47-34A-408) |
| Tennessee verified 2026-07-26 | Tennessee Revised Limited Liability Company Act; 'operating agreement' (Tenn. Code §§ 48-249-101, -203) |
Optional; the Act governs when the LLC documents do not provide otherwise (§§ 48-249-203, -205(a)) |
Generally need not be written; written provisions may be in multiple documents. No general signature, witness, or notary rule (§ 48-249-203(a)) |
May be entered before, at, or after articles filing; may take effect at formation or a later stated time (§§ 48-249-201, -203(a)) |
Single-member agreement valid; LLC bound without signing; articles/written agreement may bind later members without execution if admission conditions are met (§§ 48-249-203(c)–(e), -501) |
Articles must choose member-, manager-, or director-management. Equal management rights/majority decisions within the chosen structure; ordinary-course agents vary by structure (§§ 48-249-202(a)(4), -401, -402) |
Equal per-capita voting and equal profit/loss/distribution shares; new member requires all members; financial-right transfer gives no governance, while outside governance transfer needs unanimous other-member consent (§§ 48-249-304–305, -405, -501, -507–508) |
Broad freedom to vary, but cannot eliminate loyalty, good faith/fair dealing, distribution limits/liability, or specified indemnity floors; care and information rights cannot be unreasonably reduced (§ 48-249-205) |
Agreement's method controls; otherwise all members approve. Articles control a conflict, written agreement stays in company records, and the agreement itself is not filed (§§ 48-249-202(d), -204(c), -406) |
| Texas verified 2026-07-26 | Texas Business Organizations Code, Title 3, Chapter 101; 'company agreement' (§ 101.001(1)) |
Optional; the Code governs internal matters the agreement does not address (§ 101.052(b)) |
Written, implied, or oral; LLC, members, managers, and assignees may be bound without signing. A contribution promise must be written and signed (§§ 101.001(1), 101.052(f)–(g), 101.151) |
No general formation-relative deadline or express preformation-effect rule in Chapter 101; certificate provisions count only to the extent they reflect every member's agreement (§ 101.051) |
Sole-member agreement valid; LLC and covered persons bound without signature or express adoption (§§ 101.001(1), 101.052(f)–(g)) |
Agreement chooses managers or members; if silent, certificate controls, otherwise members govern. Authorized governing persons/officers bind ordinary business absent known lack of authority (§§ 101.251–101.254) |
Equal votes and majority-at-quorum default; profits/losses and distributions follow contribution value; assignee gets economic/record rights, not management or membership absent all-member approval (§§ 101.108–101.109, 101.201, 101.203, 101.354–101.356) |
Agreement may expand, restrict, or eliminate duties including fiduciary duties; § 101.054 preserves listed Code provisions, third-party consent rights, and reasonable record access (§§ 101.054, 101.401) |
Default unanimous amendment, but modifiable; agreement itself is not a required filing, though agreed terms may appear in the certificate; keep written agreement/amendments at or available from the principal office (§§ 101.051, 101.053, 101.501–101.502) |
| Utah verified 2026-07-28 | Utah Revised Uniform Limited Liability Company Act; current Utah Code Title 48, Chapter 3a; 'operating agreement' (§§ 48-3a-101, -102(16)). Effective October 1, 2026: Title 16, Chapter 20 (§ 16-20-101(16)) |
Optional; the agreement governs covered internal matters, and Chapter 3a supplies the fallback for anything it does not address (§ 48-3a-112(1)-(2)) |
Oral, implied, in a record, or combined; includes a sole member. Chapter 3a states no general agreement-level signature, witness, acknowledgment, or notary formality (§ 48-3a-102(16)) |
Prospective initial members, including one prospective sole member, may set terms before formation; those terms become the agreement when the LLC forms. No general adoption deadline (§§ 48-3a-113(3), -201(4)) |
Sole-member terms are expressly recognized; the LLC is bound without separate assent, and each person who becomes a member is deemed to assent (§§ 48-3a-102(16), -113) |
Member-managed unless the agreement uses manager-management language; equal rights, member-majority ordinary decisions, and unanimity outside the ordinary course. Membership alone creates no agency; a filed statement may grant or limit outsider-facing authority (§§ 48-3a-301-.302, -407) |
Per-capita management rights; equal interim distributions; later admission generally requires all members. A transfer gives distributions, not management or ordinary information rights (§§ 48-3a-401(3), -404(1), -407(2)-(3), -502(1)-(2)) |
Good faith cannot be eliminated; loyalty, care, and other fiduciary duties may be tailored only within the Act's unconscionability, public-policy, bad-faith, willful-misconduct, recklessness, and knowing-violation limits. Information, member-action, dissolution, winding-up, filing, and nonparty protections remain (§§ 48-3a-112(3)-(5), -409-.410, -701(4)-(5)) |
Default amendment requires every member; protected outsider approvals and conditions remain effective. The agreement is an internal record rather than the formation filing; it prevails internally over a conflicting effective filing, while a reasonably relying outsider may use the filing. Information access may carry reasonable restrictions (§§ 48-3a-114(1), (4), -201, -407(2)(f), (3)(c)(iii), -410) |
| Vermont verified 2026-07-28 | Vermont Limited Liability Company Act, 11 V.S.A. chapter 25; 'operating agreement' (§§ 4001(20), 4003) |
Optional; the agreement governs internal affairs and relations, and chapter 25 supplies the fallback for matters it does not address (§ 4003(a)) |
Stored or depicted in a tangible or electronic medium and agreed to by the members; no general agreement-level signature, witness, acknowledgment, or notary rule (§ 4001(20)) |
Prospective initial members, including one prospective sole member, may set preformation terms that become the agreement when the LLC forms; no general adoption deadline (§§ 4003(j), 4022(b)) |
Sole-member formation and preformation terms recognized; LLC bound without separate assent, and each later member deemed to assent (§§ 4003(h)-(j), 4051(a)) |
Member-managed unless the agreement uses manager-management language; equal member rights and member majority for ordinary matters. Membership alone creates no agency (§§ 4041, 4054(a)-(c)) |
Member-majority general decisions, but all members approve amendment and listed major actions. Economics follow recorded contribution value; later admission is unanimous; transfer conveys distributions, not automatic governance or information rights (§§ 4051(d), 4054-4055, 4072-4073) |
Good faith cannot be eliminated; duties and liability may be tailored only within reasonableness and misconduct limits. Information, court dissolution, winding-up, member-action, and nonparty rights remain protected (§§ 4003(b)-(g), 4058-4059, 4101, 4131) |
Default amendment requires all members; protected outsider approvals and conditions remain effective. Agreement controls internally over conflicting effective filings, while reasonably relying outsiders may use the filing; information rights allow reasonable restrictions (§§ 4003(k), (n), 4023(c), 4054(d)(1), 4058) |
| Virginia verified 2026-07-26 | Virginia Limited Liability Company Act; 'operating agreement' (Va. Code §§ 13.1-1000 to -1123, especially §§ 13.1-1002, 13.1-1023) |
Optional; members 'may' enter one, while statutory defaults govern absent qualifying terms (§§ 13.1-1022 to -1023, 13.1-1029 to -1030) |
Generally need not be written, unless articles or a written agreement require it. Manager-management, altered economic allocations, information restrictions, liability limits, and certain assignee rules require writing; a sole member's unilateral terms require a signed writing (§§ 13.1-1022(A), 13.1-1023, 13.1-1025, 13.1-1028 to -1030, 13.1-1040(A)) |
No general deadline; all members must initially agree. LLC existence begins with the Commission's certificate, and admission cannot be effective before formation (§§ 13.1-1004(B), 13.1-1023(B)(1), 13.1-1038.1(B)) |
A sole member may use a signed writing; an oral agreement works only between the member and LLC when a different person is manager. The LLC is bound without executing; no general later-member deemed-assent rule (§ 13.1-1023(A)) |
Member-managed unless articles or a written agreement provide for managers; contribution-weighted majority member action. Members are ordinary-course agents; to remove that status as to outsiders, the articles must specify manager management (§§ 13.1-1021.1, 13.1-1022, 13.1-1024) |
Votes, profits, losses, and distributions follow recorded contribution value; direct new-member admission is by majority managers or contribution-weighted member vote. An assignment transfers only economics unless the assignee is separately admitted, generally by the stated majority (§§ 13.1-1022(B)-(C), 13.1-1029 to -1030, 13.1-1038.1, 13.1-1039 to -1040) |
Terms cannot conflict with Virginia law or the articles. Participating managers/members owe the statutory good-faith-business-judgment standard; liability cannot be limited for willful misconduct or knowing criminal violations, and no amendment can retroactively reduce liability. Information restrictions require a unanimous written agreement; distribution limits, clawback, equitable enforcement, and judicial dissolution remain statutory (§§ 13.1-1023 to -1025, 13.1-1028, 13.1-1035 to -1036, 13.1-1047) |
Unanimous amendment unless articles/agreement provide another method; stated nonparty approvals and conditions control. Agreement is private and articles prevail over inconsistent terms. Keep or electronically provide any effective written agreement and required records for member inspection (§§ 13.1-1023(A)-(B), 13.1-1028) |
| Washington verified 2026-07-26 | Washington Limited Liability Company Act; 'limited liability company agreement' (chapter 25.15 RCW, especially RCW 25.15.006(8)) |
Optional; the Act governs internal matters the agreement does not address (RCW 25.15.018(1)-(2)) |
Oral, implied, in a record (including electronic), or combined; no general signature, witness, acknowledgment, or notary condition in the LLC Act (RCW 25.15.006(8), (17)) |
No general deadline or express preformation-effect rule. Initial admission occurs no earlier than formation and at the agreement's stated time or, absent one, when company records reflect admission (RCW 25.15.071(2), 25.15.116(1)) |
Definition expressly covers the member or members, so a sole member may have an agreement. It governs member-company relations; the Act has no general rule deeming every later member or unsigned manager to assent (RCW 25.15.006(8), 25.15.018(1), 25.15.116) |
Member-managed unless the agreement vests management in manager(s). Members or managers, respectively, are ordinary-course agents; ordinary member-managed differences use majority-member approval (RCW 25.15.006(9)-(12), 25.15.151, 25.15.154) |
Majority of members for ordinary approvals; unanimity for admission, amendment, and outside-course acts. Distributions follow agreed contribution value. A transfer gives distributions, not management or information rights (RCW 25.15.116, 25.15.121, 25.15.206, 25.15.251) |
Cannot eliminate good faith, intentional-misconduct/knowing-law duties or liability, distribution limits/liability, required records, reasonable information and action rights, court dissolution, or outsider rights. Other duties may be modified, expanded, restricted, or eliminated consistently with law (RCW 25.15.018(3), 25.15.038(6)-(7), 25.15.136, 25.15.231, 25.15.236, 25.15.274) |
Default unanimous amendment, but agreement may authorize amendment without any member vote. Agreement is private; keep record-form agreement and amendments at principal office with specified records for inspection (RCW 25.15.121(2)-(3), 25.15.136(1)-(2)) |
| West Virginia verified 2026-07-26 | West Virginia Uniform Limited Liability Company Act; 'operating agreement' (§ 31B-1-101(16)) |
Optional; all members may enter one, and Chapter 31B governs matters it does not address (§ 31B-1-103(a)) |
Need not be in writing; no general operating-agreement signature, witness, acknowledgment, or notary rule (§§ 31B-1-101(19)–(20), 31B-1-103(a)) |
No stated adoption deadline or preformation-effect rule; LLC existence begins when articles are filed, and Chapter 31B supplies defaults until an agreement governs (§§ 31B-1-103(a), 31B-2-202) |
One-member LLC permitted; the sole member may act as all members. An admitted transferee is bound by the agreement; later admission otherwise needs all-member consent (§§ 31B-2-202(a), 31B-4-404(c)(7), 31B-5-503(a)–(b)) |
Member-managed unless articles designate manager management; equal management rights and member majority for ordinary matters, with specified unanimous matters. Ordinary-course member/manager agency follows the public management form (§§ 31B-1-101(14)–(15), 31B-2-203(a)(6), 31B-3-301, 31B-4-404) |
Votes count members/managers equally; interim distributions are equal and require all-member approval; new members require unanimity. A transferee receives distributions only unless admitted (§§ 31B-4-404, 31B-4-405, 31B-5-502 to -503) |
Cannot unreasonably restrict information, eliminate loyalty or good faith, unreasonably reduce care, vary specified judicial expulsion/winding-up rules, or restrict protected outsider rights (§§ 31B-1-103(b), 31B-4-409, 31B-6-601(6), 31B-8-801(b)(4)–(6)) |
Default unanimous amendment; articles are filed separately and control reasonable outsider reliance, while the agreement controls insiders. A member may demand a copy of any written agreement (§§ 31B-2-203 to -204, 31B-4-404(c)(1), 31B-4-408(c)) |
| Wisconsin verified 2026-07-26 | Wisconsin Uniform Limited Liability Company Law, ch. 183; 'operating agreement' (§§ 183.0101–.0102). Pre-2023 opt-out LLCs may remain under 2019 law (§ 183.0110) |
Optional; agreement governs covered matters, and Chapter 183 governs what it does not address (§ 183.0105(1)–(2)) |
Oral, implied, in a record, or combined; includes sole member. Manager management and specified duty/liability changes require a written agreement; no general witness/notary rule (§§ 183.0102(13), .0105(4), .0407(1)) |
Initial members may agree before formation that terms become the agreement when the LLC forms; no separate post-formation adoption deadline (§§ 183.0106(3), .0401(1)–(2)) |
Sole-member terms valid; LLC bound without manifested assent; anyone becoming a member is deemed to assent (§§ 183.0102(13), .0106) |
Member-managed unless written agreement says manager-managed. Management votes follow contribution value/tax capital accounts; membership alone creates no agency, and filed authority statements govern outsiders (§§ 183.0301–.0302, .0407) |
Member votes and distributions track contribution value or tax partnership capital accounts; ordinary matters need a majority of transferable interests; later admission unanimous; transfer gives distributions, not governance (§§ 183.0401, .0404, .0407, .0502) |
Loyalty, care, and related remedies cannot be eliminated except through specified written tailoring; good faith remains, liability floors apply, and information/action rights cannot be unreasonably restricted (§§ 183.0105, .0409–.0410) |
Agreement sets method; member-managed default is all members, and written agreement may require outsider approval. Agreement is private; retain written versions. Agreement controls internally, filed record for outsider reliance (§§ 183.0105–.0107, .01075, .0407(2)(e)) |
| Wyoming verified 2026-07-27 | Wyoming Limited Liability Company Act; 'operating agreement' (Wyo. Stat. §§ 17-29-101, 17-29-102(a)(xiv)) |
Optional; the agreement governs chosen subjects and Chapter 29 governs gaps (§ 17-29-110(a)–(b)) |
Oral, in a record, implied, or any combination; includes a sole member; no general agreement signature, witness, or notary rule (§ 17-29-102(a)(xiv), (xviii)–(xix)) |
No general deadline; intended initial members may agree before formation, but the terms become the agreement upon formation, when the articles become effective (§§ 17-29-111(c), 17-29-201(e)) |
Sole-member agreement recognized; the LLC is bound without assent, later members are deemed to assent, and postformation admission follows the agreement or defaults to unanimity (§§ 17-29-102(a)(xiv), 17-29-111, 17-29-401) |
Member-managed unless the articles or agreement select manager management; majority ordinary and unanimous outside-course decisions; membership alone creates no agency, but a filed authority statement may govern outsiders (§§ 17-29-301 to -302, 17-29-407) |
Post-6/30/2010 majority means per-capita majority; distributions default to equal shares, later admission to unanimity, and transfer carries economics but not management or ordinary information rights (§§ 17-29-102(a)(xxv), 17-29-401, 17-29-404, 17-29-407, 17-29-502) |
Cannot eliminate good faith, unreasonably restrict information or member actions, or vary protected court dissolution and winding-up powers; loyalty and care are default duties, and improper-distribution liability applies subject to limited responsibility reallocation (§§ 17-29-110(c), 17-29-406, 17-29-409 to -410, 17-29-701) |
Default unanimous amendment; required nonparty approvals or conditions are enforced; agreement prevails internally over a conflicting filing, while reasonable outsider reliance favors the filing; articles—not agreement—are filed, and oral agreements mean no universal written-copy rule (§§ 17-29-102(a)(xiv), 17-29-112, 17-29-201, 17-29-407(b)(v), 17-29-410) |
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