Does my LLC need an operating agreement?
Asked about 1,000 times a month on Google, across more than a dozen phrasings, and the most-searched wording is about single-member LLCs. It tends to come up right after formation, when the state has approved the LLC and nothing in the paperwork mentioned an operating agreement at all.
Owners hear the term from a bank, an accountant, or a formation checklist, and the state filing they just completed never asked for one. That gap is the whole question: if the state did not want it, why does everyone else?
Single-member owners ask it most, usually in the form of "an agreement with whom?" A related question rides along in the searches too: whether the document has to be notarized.
Asked about 1,000 times a month on Google, across more than a dozen phrasings.
@GaboG4·
In most states it is not filed with the state and not strictly required, but you should have one, in writing, even if you are the only member. New York is the clear exception: its LLC Law section 417 says the members "shall adopt a written operating agreement," and it can be entered into before, at, or within 90 days after the articles of organization are filed.
Elsewhere the law treats an operating agreement as something that exists whether or not you write it down. Florida defines it as an agreement that "may be oral, implied, in a record, or in any combination," including one with a sole member. Delaware says the same, written, oral or implied, and adds that a single-member agreement is not unenforceable just because only one person is a party to it.
That is exactly why writing it down matters. If you do not, your state's default rules fill in everything: how profits are split, who can sign, what happens if a member leaves or dies. For a single-member LLC it is also your clearest record that the company is a separate business from you, which is the point of having an LLC in the first place.
None of these statutes asks for it to be notarized or filed with the state. Sign it, date it, and keep it with your company records.
