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An operating agreement is a foundational internal document that sets out the rules for the operation of a limited liability company.

Building a sound operating agreement from scratch is notoriously challenging because it requires overseeing potential conflicts, navigating rigid legal formalities, and addressing complex financial structures. PDFAid gives you access to a fillable LLC Operating Agreement form suitable for both a Single-Member and Multi-Member LLCs.

What Is an LLC Operating Agreement?

An operating agreement is a contract that establishes the managerial, operational, and financial structure of a limited liability company. It provides a legal framework that governs the rights of participants, profit distribution, management, and liquidation. Although operating agreements are not legally required in every state, it’s highly recommended to have one to protect the company’s status and prevent member disputes.

A written operating agreement is typically signed by the LLC owners and serves three goals:

• Legal separation – For an LLC, it’s important to have a clear legal distinction between the business and its owners. An operating agreement helps establish this boundary and protect the limited liability status.

• Conflict prevention – Operating agreements clarify the responsibilities and rules for all LLC owners. It acts as a legal framework for resolving any conflicts related to the owner's rights, company management, profit distribution, and liquidation.

• State override – An operating agreement plays the role of a primary legally binding document that governs the operations of an LLC to the extent permitted by state law. Without it, a company is governed by state laws by default.

Key Sections of an LLC Operating Agreement

A functional operating agreement covers 10 sections:

• Company Information – Provides complete identifying information of a company, including its name, address, type (single-member/multi-member), state, and date of foundation.

• Members – Lists all members of an LLC with their full names and mailing addresses.

• Capital Contributions – Specifies the amount of capital contributions made by each LLC member.

• Membership Interests – Details the percentage of the company that belongs to each member.

• Profit & Loss – Outlines how the profit and loss are distributed among all members.

• Management – Determines who manages the company. Our fillable form implies a “member-managed” organization by default, meaning that all decisions regarding the management, operations, and control of the business are made by the sole-owner (single-member LLC) or by the affirmative vote of all members (multi-member LLC).

• Meetings & Voting – Identifies the quorum for the company’s meetings, voting procedures, and the number (or proportion) of votes necessary to pass resolutions.

• Assignment of Interests – Details how LLC members can assign, pledge, hypothecate, or transfer their interest and capital contribution in the company to another individual.

• Indemnification – An essential element of a business operating agreement that determines when the company will indemnify members, officers, or managers for covered claims, liabilities, losses, and expenses arising from business operations.

• Dissolution – Determines the possible circumstances for the company’s liquidation (for example, a unanimous vote of members) and provides a detailed description of the winding-up process, including how the company will finalize contracts, notify creditors, and handle official paperwork.

Do I Need an Operating Agreement for My LLC?

Every US state requires LLCs to have an official formation document, such as Articles of Organization. However, not all states legally require an operating agreement.

As of 2026, only 5 states have mandatory LLC operating agreement requirements:

• California (California Revised Uniform LLC Act, CA Corp Code sec. 17701.02)

• Delaware (Delaware Limited Liability Company Act, 6 Del. C. sec. 18-201)

• Maine (Maine Limited Liability Company Act, 31 MRS sec. 1531)

• Missouri (Missouri Revised Statutes, RSMo sec. 347.081)

• New York (New York LLC Law, sec. 417)

Although an operating agreement is not mandatory in the rest of the states, not having one means that your business will automatically be governed by state laws. This means that your business will have to operate according to a one-size-fits-all framework instead of having customized rules. In practice, this can create the following challenges:

• A default member-managed model

• Unwanted loss and profit distribution scheme

• Less clarity in demonstrating the separation between the LLC and its owners

• Possible default dissolving in the case of the death, departure, or bankruptcy of an owner

• Lack of clear mechanisms for dispute resolutions

An operating agreement form may also be requested by banks and lenders before opening a business account or granting a credit line.

How to Create an LLC Operating Agreement and Fill it Out

Although building your document from scratch can be expensive and time-consuming, our editor offers you an easy way to create an operating agreement right from the browser – with no downloads or installation required.

Here’s how to get an operating agreement step by step, using our form:

• Step 1. Go to the LLC Operating Agreement form page on PDFAid and click Get form. You will be automatically redirected to our PDF editor with a fillable form for your LLC operating agreement open in it.

• Step 2. Type the name of your company, state of registration, and the date of the operating agreement at the top of the document.

• Step 3. Check the correct LLC model – single-member or multi-member – and list all company members with their full legal names, percentages of ownership, and mailing addresses.

• Step 4. Duplicate the name of the company in the Name and Principal Place of Business section. Then, type its address and specify the formation date.

• Step 5. If you are running a multi-member LLC, fill in the Capital Contributions section, listing all members with their names and contributions.

• Step 6. If necessary, choose the Edit Text tool and adjust essential sections (e.g., Management, Profit Distribution, Dissolution, etc.) to your company’s needs.

• Step 7. Collect signatures from LLC members to finalize the document and export it as a PDF.

These are the simple steps to prepare an LLC operating agreement.

How to Sign an LLC Operating Agreement

After finalizing an operating agreement form, you need to collect signatures from all LLC owners – one for a single-member LLC or more for a multi-member LLC.

Our operating agreement template is printable, meaning you can fill it in, export in PDF, print it, and have it signed by all members manually. However, our editor also lets you sign the form digitally and forward it to other LLC members, which saves time.

Here’s how to get a signed operating agreement with PDFAid:

1. Open the final version of your operating agreement in our PDF editor.

2. Scroll down to the bottom of the document to the Signatures section.

3. Choose the Sign tool in the editor’s menu, draw, upload, or type your signature, and click Done. Resize the signature and place it in the correct signature box. Then, type your full name and date of signing.

4. If it’s a standard, single-member operating agreement, click Done in the upper right corner to export the document after you sign it. If you also need signatures of other members, you can click Send to email and forward the file to them for signing.

Types of LLC Operating Agreements

Operating agreements adapt to the type of LLC and business goals. In the section below, we’ll look at 4 common types of LLC operating agreements and their distinctive features.

Single-Member LLC Operating Agreement

A single-member LLC implies sole ownership – the company has one member, who may manage it directly or appoint a manager; voting and profit distribution are simpler because there is only one owner. Operating agreements for this kind of LLC don’t include additional members. The main sections/specs of such a document include:

• Owner information (full name, mailing address)

• 100% ownership

• Capital contributions

• Appointment of a liquidating authority (e.g., a successor, estate executor, personal representative) in the event of death

• Owner’s signature

Note: In California, there is a limited charging order protection for single-member LLCs. If your business operates in this state, you may want to consult with a lawyer to form a sound operating agreement that gives you more protection.

Multi-Member LLC Operating Agreement

Multi-member LLCs have two or more owners. These companies should address ownership shares, clear voting procedures and weight, conditions for member withdrawal, and transfer restrictions, which may include a Right of First Refusal (ROFR). Operating agreements for multi-member LLCs have the following key sections:

• List of members with their personal information (Member #1 – Full name, mailing address, ownership share; Member #2 …)

• Capital Contributions (a list of contributions made by each member)

• Voting Rights

• Assignment of Interests

• Admission of New Members

LLC Operating Agreement Amendment

This document isn’t an original operational agreement but a formal add-on that makes amendments to the current agreement. You might need an agreement amendment in case of major structural changes in the number or identities of owners, their ownership shares, addresses, or the company’s management structure.

Here’s how to make amendments correctly:

1. Refer to the original document to identify amendment limitations, voting requirements, and areas of change.

2. Draft a written amendment that includes:

   • Business information

   • Date of the original operating agreement signing

   • Statement of intent (what changes)

   • How the amendments were accepted (unanimous vote/majority, depending on the Amendments’ requirements in the original document)

   • Unchanged provisions clause

   • Effective date

3. Collect the member approvals and signatures required by the original operating agreement.

4. Attach the Amendment as an Exhibit to your original operating agreement.

5. Save an updated document as a PDF using PDFAid.

Real Estate LLC Operating Agreement

If you’re operating an LLC in the real estate sector, you can use a standard LLC operating agreement template as a sample, but must make certain amendments to it to match industry-specific needs.

Here’s what you need to change in a standard form to create a real estate LLC operating agreement:

• Company Purpose → Acquisition and management of real property

• Capital Contributions → Members’ contributions can be listed in the form of money or property

• Profit Distribution → Distribution of rental income

• Dissolution → Procedures for selling property

If you are operating an SDIRA LLC or a Series LLC, consider consulting with a lawyer specializing in these sectors.