A Rhode Island LLC operating agreement is the agreement among the members of a limited liability company about the company's affairs and how it does business. Rhode Island law counts it whether it is written or oral.[1] The FormsPal template on this page is for an LLC with one member. Fill it out online, or download the Rhode Island LLC operating agreement PDF, Word or OpenDocument file.
Last Updated: October 2026. This guide is reviewed and updated regularly to reflect current Rhode Island law. If you notice an error or outdated information, please contact us.
Build Your Document
Answer a few simple questions to make your document in minutes
Save and Print
Save progress and finish on any device, download and print anytime
Sign and Use
Your valid, lawyer-approved document is ready
Rhode Island defines the operating agreement in R.I. Gen. Laws § 7-16-2. The definition covers any agreement, written or oral, of the members about the affairs of the limited liability company and the conduct of its business. The statute's own words are below.[1]
"Operating agreement" means any agreement, written or oral, of the members as to the affairs of a limited liability company and the conduct of its business.
Because the definition includes an oral agreement, an oral operating agreement can be valid in Rhode Island. Even so, a signed written agreement gives the members something to point to later.
The same section covers a company with only one member. An operating agreement also includes a document adopted by the sole member of a limited liability company that has only one member. That document may include as a party one or more managers who are not members.[1]
Under R.I. Gen. Laws § 7-16-14, the members manage the business and affairs of the company. That changes only if the articles of organization or a written operating agreement provide for management by or under the authority of one or more managers. When the members manage, two rules follow.
The FormsPal LLC operating agreement template for Rhode Island is a 31-section agreement for an LLC with a single member, followed by three schedules. The table below groups the sections by what they do, so you can see what the agreement covers before you fill it out. Schedules A, B and C hold the definitions, the member, Managers and Officers, and the initial capital contribution.
| Sections | Topic | What it covers |
|---|---|---|
| Sections 1 to 5 | Company details | The company name, principal business office, registered office and agent, the member, and the initial Articles of Organization (the form's term for the formation filing). |
| Sections 6 to 9 | Purposes and management | The purposes of the business, its powers, and the Managers and Officers. The template is manager-managed, with a Board of one or more Managers. |
| Sections 10 to 17 | Money and liability | Limited liability, capital contributions, profits and losses, distributions, the fiscal year, other business, and exculpation and indemnification. |
| Sections 18 to 22 | Changes in membership | Assignment, resignation, admitting additional members, dissolution and waiver of partition. |
| Sections 23 to 29 | General terms | Third-party rights, severability, the entire agreement, governing law, amendments, counterparts and notices. |
| Sections 30 and 31 | Effectiveness and tax status | The form makes the agreement effective when the initial Articles of Organization are filed, and states the intent that the LLC be treated as a disregarded entity for federal tax purposes. |
One member only. This template names a single member in the preamble, in Section 4 and on Schedule B. If your LLC has more than one member, this form does not fit as written.
The FormsPal Rhode Island LLC operating agreement is a single-member agreement, signed by one member as the sole equity member of the LLC. Work through the parts below in the order they appear on the form.
Gather these details first, so you can fill out the form in one sitting.
To edit the downloaded PDF on screen, use our online PDF editor.
A Rhode Island LLC operating agreement is the members' own agreement about the company's affairs. The answers below stick to what R.I. Gen. Laws § 7-16-2 and § 7-16-14 say about who is covered and who manages the company.
Yes. An operating agreement also includes a document adopted by the sole member of an LLC that has only one member. It may include as a party one or more managers who are not members.[1]
Yes. The statute defines it as any agreement, written or oral, of the members about the company's affairs.[1]
The members do. The business and affairs of the company are managed by the members, unless the articles of organization or a written operating agreement provide for management by one or more managers.[2]
General information, not legal or tax advice.
Unless noted otherwise, the sources below are from the R.I. Gen. Laws.
