Single Member LLC Operating Agreement Template

Updated: Nov 4, 2026

What Is a Single Member LLC Operating Agreement?

A single member LLC operating agreement is the written rulebook of a limited liability company with one owner: it says who owns the company, who manages it, and how money goes in and out.

Several state LLC acts write the sole member into their definition of an operating agreement, for example Florida (Fla. Stat. § 605.0102) and Pennsylvania (15 Pa.C.S. § 8812).

The operating agreement is a different paper from the articles of organization. The articles are the short form that brings the company into being. The agreement holds the detailed rules for running it, and the template on this page is a ready-made version you can fill in.

Single Member LLC vs. Sole Proprietorship

A single member LLC and a sole proprietorship both have one owner, but only the LLC is a company of its own with an operating agreement to set its rules.

An owner who searches for an "operating agreement for a sole proprietorship" usually wants this page: once the business becomes a one-member LLC, the single member agreement is the document that fits it.

Does a Single Member LLC Need an Operating Agreement?

A single member LLC in New York needs one in writing, because the members of a limited liability company shall adopt a written operating agreement (N.Y. Ltd. Liab. Co. Law § 417).

Missouri says the member or members of a limited liability company shall adopt an operating agreement (Mo. Rev. Stat. § 347.081).

Where an agreement is silent, the state's LLC act steps in. In Texas, the Business Organizations Code governs the internal affairs of the company to the extent the company agreement does not otherwise provide (Tex. Bus. Orgs. Code § 101.052).

Even where the act fills the gaps, a written agreement of your own does several jobs for a one-owner company:

• It shows the company and its owner as separate.
• It puts your choice of management on paper.
• It records the cash, property or work you put in.
• It can name who you want to take over if you cannot run the company.
• It lets a bank or lender see your authority in one place.
• It sets the company's purpose and fiscal year.
• It replaces the act's default terms with terms you chose.
• It makes adding a member later a planned step.

Can an Operating Agreement Be One Page?

A one page operating agreement can count in some states: in Georgia, a writing signed by the sole member stating that it is intended to be a written operating agreement constitutes one (O.C.G.A. § 14-11-101).

Ohio defines an operating agreement to include any written declaration of the sole member (Ohio Rev. Code Ann. § 1706.01).

In Kentucky, if the company has only one member, an operating agreement includes a writing executed by the member that relates to the company's affairs and the conduct of its business, whether or not the writing is an agreement (Ky. Rev. Stat. § 275.015).

A short agreement leaves more to the statute. In Florida, the LLC chapter governs any matter the operating agreement does not provide for (Fla. Stat. § 605.0105(2)).

That is why our template runs over several pages. It also covers the company's purpose, its managers and officers, the fiscal year, the capital the member puts in and the effective date, so fewer questions fall back on the act.

Single Member Operating Agreement Rules by State

The LLC acts in this table accept an operating agreement made by one member alone; Delaware, for one, says such an agreement shall not be unenforceable because only one person is a party to it (6 Del. C. § 18-101).

Each row gives the rule in plain words with the statute behind it. New York and Missouri appear for their rule that the members adopt one at all.

A state missing from this table may still have its own rule. Read the definition of "operating agreement" in the state's own LLC act.

When to Sign It During LLC Formation

In Colorado, Illinois and Nevada, an operating agreement may be entered into before, after or at the time of filing the articles of organization, and may take effect at formation or on a date the agreement names (Colo. Rev. Stat. § 7-80-108; 805 ILCS 180/15-5; Nev. Rev. Stat. § 86.286).

New York sets a window: an operating agreement may be entered into before, at the time of or within ninety days after the filing of the articles of organization (N.Y. Ltd. Liab. Co. Law § 417).

In Wyoming, one person intending to become the initial member may assent to terms that become the operating agreement upon the formation of the company (Wyo. Stat. Ann. § 17-29-111).

For most owners the agreement fits into the formation steps in this order:

1. Choose a name. List names that describe the business, then search for websites, social media pages and products already using them.
2. Complete the articles of organization. Have the company name, the main office address and the registered agent's details at hand.
3. Fill in and sign the operating agreement. Use the same company name and the filing date of the articles, as the steps below show.
4. Get an Employer Identification Number (EIN). The IRS issues it, and banks and tax forms ask for it.
5. Open a bank account in the company's name. Keep business money apart from your own from the first day.

What to Include in a Single Member Operating Agreement

A single member operating agreement includes the company's details, its registered agent, the owner, the management, the money put in and the signature, and you can add terms of your own such as a successor.

• Company details: the company name, the main office address and what the business does.
• Registered agent: the name and address of the person or firm that accepts official mail for the company.
• Ownership: a plain line saying the one member owns the whole company.
• Management: whether the member runs the company or appoints managers, and what each manager may do. In New Hampshire, unless the operating agreement provides otherwise, a limited liability company shall be managed by its members (N.H. Rev. Stat. Ann. § 304-C:47).
• Officers: whether the company has officers, and who they are.
• Capital: the cash, property or services the member puts in. To move an asset you hold in your own name into the company, transfer it to the company, for example by a bill of sale.
• Money: how profits are paid out to the member and whether managers are paid.
• Fiscal year: the dates the company's books open and close each year.
• Successor: who you want to take over if the sole owner dies or can no longer act. None of the form steps below has a place for this, so write it in as a term of your own. Read what your state's LLC act says about a sole member's death before you rely on it.
• New members: what happens if you later admit another member, since that changes the company's structure.
• Governing law: the state whose LLC act applies to the company.
• Signature: the member's signature, printed name and title.

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How to Fill Out the Single Member LLC Operating Agreement

Follow these steps to fill out FormsPal’s free single member LLC operating agreement template. They follow the order of the form, and each step names the part of the form where your answer goes. Download the PDF from the box at the top of this page, or create the document online.

The screenshots under each step show the FormsPal Single-Member LLC Operating Agreement template filled with sample entries in blue, so you can see where each answer goes. The names, addresses, dates and amounts are examples only.

1. Enter the company name in the title. Type the full legal name of your LLC on the line under “OPERATING AGREEMENT OF” at the top of page 1.

   

2. Name, state of formation, date and the member signing. In the first paragraph, enter the LLC name again, the state where it was formed, the day and month of the agreement, and the name of the sole member who is executing it. The year in that date line is printed on the form as 2021, so check it before you use the form.

   

3. Filing state, filing date and the LLC statute. Enter the state where the Articles of Organization were filed, the date they were filed, and the name of that state's LLC statute in the reference line. Write the specific state LLC law that governs your company (e.g. “Limited Liability Company Law of New York, Articles 1 to 14”). Add the State name again to indicate that your single-member LLC will abide by its laws.

   

4. Sections 1 to 3: name, office and registered agent.

   The same information as step three will be required, so input the following in order:

   • The LLC name in Section 1
   • The principal business office address in Section 2
   • The name and address of the registered agent in Section 3

   

5. Section 6: purposes. Check one box. Either describe the business activity on the line, or check the general-purpose box. Name the service you provide or the product you sell in plain words. The sentence after it lets the company take part in any lawful business, and there is usually no need to change it.

   

6. Section 8(a): initial number of managers. Enter how many managers the company will start with on the blank in Section 8(a). If you run the company yourself, count only the managers you actually appoint, and list each of them later in the schedule of managers.

   

7. Section 8(g): manager compensation, first option. Start the Section 8(g) choice at the bottom of page 3. Check the first box if managers may be paid expenses or a fixed sum for attending meetings. The second box is on page 4.

   

8. Section 8(g) second option and Section 9: officers. On page 4, check the second 8(g) box if there will be no compensation or reimbursement. Under Section 9, check the box for no officers or the box for having officers. Choose only one box in each pair.

   

9. Section 15: fiscal year. Enter the date the fiscal year starts and the date it ends in the two blanks.

   

10. Section 30: effective date. Enter the date the LLC was formed. That is the date the Articles of Organization were filed, unless the articles specify a different effective date of formation, as Nevada's act provides for (Nev. Rev. Stat. § 86.286). New York says an operating agreement shall not become effective before the company is formed (N.Y. Ltd. Liab. Co. Law § 417).

    

11. Sign as member. In this next section, add the LLC name and the printed name of its one and only member. Sign on the “By” line and print your name and title below it, for example Member. Make sure that you can provide a valid I.D. that matches your name on the operating agreement.

    

12. Schedule A: Articles of Organization date. In the “Articles of Organization” definition, enter the date the LLC was formed, the same date as in Section 30: the filing date, unless the articles specify a different effective date of formation.

    

13. Schedule B: member and initial managers. Enter the member's name and address, then list the initial managers in the lines provided.

    

14. Schedule B: initial officers. List the initial officers. Leave these lines blank if you checked the no-officers box in Section 9.

    

15. Schedule C: initial capital contribution. Describe what the member contributed to the company, such as cash, assets or services.

    

How to Sign and Use the Agreement

Sign the single member LLC operating agreement on the “By” line as the member once every blank is filled in, then keep the signed copy with the company's papers where you can find it later.

1. Read the liability section before you sign. Section 10 of the template is titled Limited Liability. Its clause says the LLC’s only member is personally “not liable” for any company obligations. That is the template's wording, not a guarantee. In Connecticut, except as provided in § 34-243e and § 34-243f(b), an operating agreement may not restrict the rights under the LLC act of a person other than a member or manager (Conn. Gen. Stat. § 34-243d). Check your own state's LLC act for the liability rule and its exceptions.
2. Sign and print your name and title. Use the same name as on the member line and in the schedule of members, so the two match.
3. Know who the agreement binds. Delaware binds the company to its LLC agreement whether or not the company executes it (6 Del. C. § 18-101). In Tennessee, a single member LLC that adopts an operating agreement between the member and the LLC is bound by it (Tenn. Code Ann. § 48-249-203).
4. Keep it with the company records. Indiana lists records an LLC must keep at its principal office, among them a list of each member and manager and a copy of the articles of organization (Ind. Code § 23-18-4-8(a)).
5. Update it when the company changes. Revise the agreement when you appoint managers, move the office or bring in a new member, and sign the new version.

Frequently Asked Questions

What if a company has no single member LLC operating agreement?

Without an operating agreement, the state's LLC act decides the matters an agreement would cover: in California, the title governs any matter the operating agreement does not otherwise provide for (Cal. Corp. Code § 17701.10(b)).

Those default terms were written for every company, not for yours. Banks, lenders and buyers may also ask to see the agreement before they deal with the company, and a missing one can slow those talks down.

Does the agreement have to be in writing?

Not everywhere: in Colorado, except as otherwise provided in the LLC article or required by a written operating agreement, the operating agreement need not be in writing (Colo. Rev. Stat. § 7-80-102(11)(a)).

In Maryland, unless the articles of organization specifically require otherwise, the operating agreement need not be in writing (Md. Code, Corps. & Ass'ns § 4A-402). New York is the opposite case, as the members shall adopt a written operating agreement (N.Y. Ltd. Liab. Co. Law § 417). A signed written copy is still the easiest proof of your terms.

Does Pennsylvania accept a single member operating agreement?

Yes, Pennsylvania's definition of an operating agreement covers the agreement of all the members, including a sole member, whether oral, implied, in record form or any combination (15 Pa.C.S. § 8812).

The free template on this page works for a Pennsylvania company: enter Pennsylvania as the state of formation and name its LLC statute in the reference line.

What if I add a second member later?

In Connecticut, a person that becomes a member of a limited liability company is deemed to assent to the operating agreement (Conn. Gen. Stat. § 34-243e).

This template is written for one owner, so review the terms before anyone joins. For a company with several owners, start from our LLC operating agreement templates.

Can I Fill Out the Template Online?

Yes. Select Create My Document at the top of the page to answer a few questions and build the single member LLC operating agreement online. You can also download the PDF and fill it in with our online PDF editor.

What Information Should I Have Ready Before I Start?

Have these items at hand before you open the single member LLC template:

• The LLC name
• The state of formation and the filing date
• The registered agent’s name and address
• Your own name and address

The steps above show where each item goes on the form.

General information, not legal or tax advice.

Jennifer M. Settles

Author & Attorney

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.