An Ohio LLC operating agreement is an agreement about the affairs and activities of a limited liability company. Ohio counts any valid agreement of the members, written or oral, and any written declaration of a sole member.[1] This free template is a written agreement for a single-member LLC run by managers. Build it online in a few minutes, or download it as a PDF, Word, or OpenDocument file and fill it in by hand.
Last Updated: October 2026. This guide is reviewed and updated regularly to reflect current Ohio law. If you notice an error or outdated information, please contact us.
Ohio LLC Operating Agreement Laws and Definition
In Ohio, an operating agreement is any valid agreement of the members about the affairs and activities of the LLC. It can be written or oral, and a written declaration of the sole member counts too.[1] It governs relations among the members as members and between the members and the company.[2]
Three points follow from that definition.
- The agreement can be written or oral. Any valid agreement of the members counts.[1]
- A company with one member can have one. A written declaration of the sole member counts.[1]
- It covers the affairs and activities of the company and of any series of the company.[1]
This template puts the agreement in writing. A written copy is easier to check and share than a spoken understanding.
Notarizing the agreement is optional. Ohio law needs no notary or state seal for it, since any valid agreement of the members, written or oral, counts.[1]
The operating agreement documents how the LLC is run. The protection from the company's debts comes from Ohio law itself, with or without an agreement: a member is not liable for a debt, obligation or liability of the LLC solely because of being a member, and failing to observe formalities is not a ground for holding members liable (R.C. 1706.26).[3]
Ohio LLCs are governed by Chapter 1706 of the Revised Code, the Ohio Revised Limited Liability Company Act. The operating agreement itself is not filed with the state. An Ohio LLC is formed by delivering articles of organization to the Secretary of State for filing (R.C. 1706.16).[4]
What an Ohio Operating Agreement Can Say
Ohio gives the members wide room to write their own terms. A written operating agreement can limit or eliminate liability for breach of contract and breach of duties. Those duties include fiduciary duties, the duties of trust and loyalty owed to the company. The agreement can also expand, restrict, or eliminate them.[2]
- An operating agreement may provide that a member or assignee who fails to perform, or to comply with its terms and conditions, is subject to specified penalties or specified consequences.[2]
- It may also provide that, at the time or on the happening of events it specifies, a member or assignee may be subject to specified penalties or consequences.[2]
- A written operating agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties, including breach of fiduciary duties, of a member, manager, or other person to the company, to another member, or to another person bound by the agreement.[2]
- Where a member, manager, or other person has duties to the company, to another member, or to another person bound by the agreement, a written operating agreement may expand, restrict, or eliminate those duties.[2]
- A member, manager, or other person is not liable to the company, to another member, or to another person bound by the agreement for breach of fiduciary duty for good faith reliance on the operating agreement.[2]
Because the agreement can change these duties, read each clause before you sign. The limits in the next section still apply.
What an Ohio Operating Agreement Cannot Do
Ohio sets firm limits on every operating agreement. It may not eliminate the implied covenant of good faith and fair dealing. It also may not limit or eliminate liability for any act or omission that is a bad faith violation of that covenant.[2]
Editing the template does not change these limits. Whatever you add, an operating agreement may not eliminate the implied covenant of good faith and fair dealing.[2]
The statute lists eight things an operating agreement may not do.[2]
- Change the company's nature as a separate legal entity under division (A) of section 1706.04.
- Restrict the rights under the chapter of a person other than a member, dissociated member, or assignee, except as division (B) of section 1706.082 provides.
- Change the power of a court under section 1706.171.
- Eliminate the implied covenant of good faith and fair dealing.
- Eliminate or limit the liability of a member or other person for any act or omission that is a bad faith violation of that covenant.
- Waive the requirements of division (A) of section 1706.281.
- Waive the ban on issuing a certificate of membership interest in bearer form under division (D) of section 1706.341.
- Waive the requirements of division (B) of section 1706.761.
Single-Member and Multi-Member Agreements
This template is written for a single-member LLC. It names one Member, the owner of the company, and lists that person on Schedule B with the initial Managers. Ohio's definition of an operating agreement includes a written declaration of the sole member.[1]
- Single-member LLC: the sole Member signs the agreement alone, on the By line.
- Multi-member LLC: the layout can still help, but name every member and make sure each one reads the agreement before it is signed.
- Either way, keep the signed copy with your company records.
How to Fill Out the Ohio LLC Operating Agreement
The form runs from the preamble on page 1 to Schedule C on page 15. Fill in each blank, select one box where the form asks, and sign on page 11. Build it online with the builder above, or complete the downloaded PDF in our online PDF editor. If you want a different layout, see the general operating agreement template.
- Title and preamble (page 1). Enter the company name in the title and the opening paragraph, the state of formation, the day the agreement is made, and the Member's name. The form prints the year 2021 in the date line, so correct it to the year you sign.
- Articles of Organization (page 1). Enter the state, the day the Articles of Organization were filed with the Secretary of State, and the LLC statute reference the form asks for.
- Sections 1 and 2, Name and Principal Business Office (page 1). Repeat the company name in Section 1. Enter the address of the principal business office in Section 2.
- Section 3, Registered Office (page 1). Enter the name and address of the registered agent, following the bracketed prompt. Ohio calls this person the statutory agent, and the LLC must keep one in Ohio at all times. The agent must be an Ohio resident or a business entity with a business address in Ohio.[5]
- Section 6, Purposes (page 2). Select one box. Either describe the company's business in the blank or tick All matters permitted by applicable law.
- Section 8, Managers (page 2). Enter the initial number of Managers in Section 8(a). The Managers' names go on Schedule B.
- Section 8(g), Compensation of Managers (page 3). Select one box. Managers may be paid expenses and fees, or they receive no compensation or reimbursement. The choice continues onto page 4.
- Section 9, Officers (page 4). Select the box for no Officers or the box for Officers. If you choose Officers, list them on Schedule B.
- Section 15, Fiscal Year (page 6). Enter the dates the fiscal year should commence and end.
- Section 30, Effectiveness (page 10). Enter the day the company was formed, which is the effective date. Use the Articles filing day you entered on page 1.
- Signature block (page 11). The Member signs on the By line and prints the Name and Title. This page has no witness line and no notary block.
- Schedule A, Definitions (page 12). Enter the Articles of Organization filing day in that definition. The rest of Schedule A is fixed text.
- Schedule B, Member, Managers, and Officers (page 14). Enter the Member's name and address. Then list up to six initial Managers and up to six initial Officers.
- Schedule C, Initial capital contribution (page 15). Describe what the Member contributed to the company in the description line.
Keep the signed agreement with your company records. Update Schedule B if your Member, Managers, or Officers change.
Before you sign, check three things on the finished document.
- The company name matches the name on your Articles of Organization.
- The year in the date line is the year you sign, not the printed 2021.
- Schedule B lists the correct Member and the initial Managers, with current addresses.
Frequently Asked Questions
These answers cover common questions about an Ohio LLC operating agreement. Each one rests on the Ohio Revised Code sections listed under Sources, so you can check the wording yourself and see how it applies to your own company.
Can I write my own operating agreement for my LLC?
Ohio's statute defines an operating agreement as any valid agreement of the members, written or oral, or any written declaration of the sole member, about the company's affairs and activities.[1] This template is a written version you complete with your own details.
Can an Ohio operating agreement be oral?
Yes. The definition covers any valid agreement of the members, written or oral.[1] A written agreement like this template is easier to read back and share.
Can a single-member LLC have an operating agreement in Ohio?
Yes. The definition includes any written declaration of the sole member.[1] This template is written for that case.
Can an Ohio operating agreement limit liability?
A written operating agreement may limit or eliminate liability for two kinds of breach.
- Breach of contract.
- Breach of duties, including fiduciary duties.[2]
It may not limit or eliminate liability for a bad faith violation of the implied covenant of good faith and fair dealing.[2]
General information, not legal or tax advice.
Sources
Unless noted otherwise, the sources below are from the Ohio Rev. Code Ann..
- Ohio Rev. Code Ann. § 1706.01.
- Ohio Rev. Code Ann. § 1706.08.
- Ohio Rev. Code Ann. § 1706.26.
- Ohio Rev. Code Ann. § 1706.16.
- Ohio Rev. Code Ann. § 1706.09.
Published: May 19, 2022
With over 25 years of experience as a business and transactional attorney, Jennifer has mastered the craft of closing highly successful deals for her clients. Through her wide-ranging expertise in commercial contracts, real estate transactions, M&A and corporate law, Jennifer secures results that are second-to-none.
