A South Carolina LLC operating agreement is an agreement among the members of a limited liability company about the LLC's affairs. South Carolina law lets the members make one, and it need not be in writing.[1.2] The free FormsPal template on this page is for an LLC with one member. Fill it out online, or download it as a PDF, Word or OpenDocument file.
Last Updated: October 2026. This guide is reviewed and updated regularly to reflect current South Carolina law. If you notice an error or outdated information, please contact us.
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Popular Local Operating Agreement Forms
An LLC (limited liability company) operating agreement lets you organize your monetary and functioning terms with your co-owners in a manner that suits your company. Listed below are the local operating agreements our visitors read about most often.
South Carolina defines the operating agreement in S.C. Code Ann. § 33-44-101 as the agreement under § 33-44-103 about the relations among the members, managers, and the limited liability company, including any amendments.[1.1] The statute's own words are below.
"Operating agreement" means the agreement under section 33-44-103 concerning the relations among the members, managers, and limited liability company. The term includes amendments to the agreement.
South Carolina law, not the operating agreement, shields members from the LLC's debts. Under S.C. Code Ann. § 33-44-303, a member or manager is not personally liable for a debt, obligation or liability of the company solely by reason of being or acting as a member or manager. The agreement sets how the company is run.[1.3]
Under S.C. Code Ann. § 33-44-103, all members of a limited liability company may enter into an operating agreement, which need not be in writing. The agreement can regulate the affairs of the company and the conduct of its business, and govern relations among the members, managers, and company.[1.2]
So an oral operating agreement can be valid in South Carolina. Even so, a signed written agreement gives the members something to point to later.
The statute limits what the members can change. Two duties stay in place, but the agreement can shape how they work.
To the extent the operating agreement does not otherwise provide, the South Carolina limited liability company chapter governs relations among the members, managers, and company.[1.2] A written agreement lets you set your own terms on those points, within the limits above.
An LLC operating agreement in South Carolina usually sets out how the LLC is run and how its members deal with each other. The topics below are common in practice. They are general suggestions, not South Carolina requirements, so adapt them to your LLC.
The FormsPal LLC operating agreement template for South Carolina 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 LLC 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 LLC operating agreement is a single-member agreement, signed by one member as the sole equity member of the LLC. It has 31 numbered sections and three schedules, but you only fill in the blanks and tick the boxes listed below. Work through them in the order they appear on the form.
Gather these details first, so you can fill out the form in one sitting.
The LLC name must contain "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C." or "LC", and "Limited" may be shortened to "Ltd." and "company" to "Co." The name must also be distinguishable on the Secretary of State's records from existing and reserved names (S.C. Code Ann. § 33-44-105).[1.4]
South Carolina requires the LLC to keep an agent for service of process with a street address in the state. The agent must be an individual who lives in South Carolina, such as a friend or family member, or a domestic corporation, another limited liability company, or a foreign corporation or company authorized to do business in the state (S.C. Code Ann. § 33-44-108).[1.5]
To edit the downloaded PDF on screen, use our online PDF editor.
An LLC operating agreement is the members' own agreement about the LLC's affairs. The answers below cover who may make one, whether it must be written and what applies when it does not cover a point. They come from S.C. Code Ann. § 33-44-103.
The statute says all members of a limited liability company may enter into an operating agreement. It can regulate the affairs of the company and the conduct of its business, and govern relations among the members, managers, and company. It need not be in writing.[1.2]
To the extent the operating agreement does not otherwise provide, the limited liability company chapter governs relations among the members, managers, and company.[1.2]
The statute says an operating agreement need not be in writing, so an oral agreement can be valid.[1.2] A signed written agreement is still easier to prove later.
General information, not legal or tax advice.
