Does your LLC need an operating agreement?
Most states do not require you to file one, and that is exactly why founders skip it. The document matters at the moments when something has gone wrong or something is being scrutinised — a bank account application, a new partner, a dispute.
The essentials
Verified July 28, 2026
- Required by the state?
- Not filed in any of our 15 statesNone of the 15 states we file in require the operating agreement to be submitted with the formation documents.
- Asked for by banks
- FrequentlyAccount opening for an LLC commonly requires the operating agreement alongside the formation certificate and EIN letter.
- Price
- $79Included in the Growth plan and above.
- Matters most
- Multi-member LLCsWithout one, default state rules govern how profits, votes and exits work — rules you did not choose.
What's included
- An operating agreement documenting ownership percentages, management structure and how decisions get made
- The document banks and payment providers typically ask for during account opening
- A written record of what the members agreed, made while everyone still agrees
What's not included
- Legal advice on whether the terms suit your situation — this is a template, not a bespoke drafting engagement
- Negotiation between members, which is yours to do
- Any filing with the state, because most states do not accept or require one
Skipping it because the state does not require it, then needing it at a bad moment
Because it is not filed anywhere, an operating agreement feels optional in a way an annual report does not. The bill arrives later and in a worse form. A bank asks for it during account opening and the application stalls while you produce one. A second member joins and there is no written record of what the first arrangement was. Or a disagreement arises and the default provisions of the state's LLC statute govern — rules written for the general case, not for what you and your co-founder actually intended. The cheapest time to write down who owns what is while everyone agrees on the answer.
What the document actually settles
Who owns what percentage, who can make which decisions, how profits and losses are allocated, what happens when a member wants out, and what happens if one dies or becomes incapacitated. For a single-member LLC most of that is trivially answered, which is why it is often treated as a formality. For 2 or more members none of it is trivial, and the absence of an answer is itself an answer chosen by the state's default rules. At $79, or included from the $249 Growth plan upward, it is among the cheapest documents you will ever be glad to have.
Single-member LLCs still benefit
Less than multi-member ones, but not nothing. The agreement helps evidence that the company is a genuine separate entity rather than an extension of you personally, which is relevant to the limited liability the structure is meant to provide. It is also the document a bank asks for, and producing one on request is easier than drafting one under time pressure.
A template is not a lawyer, and we will not pretend otherwise
What we provide documents a standard structure competently. If members are contributing unequal amounts, if there is a vesting arrangement, if someone is investing rather than working, or if the split is anything other than straightforward, that is a drafting job for a lawyer. Using a template for a genuinely complicated arrangement is a false economy, and we would rather tell you that than sell you $79 of the wrong thing.
Worth knowing
This is a template, not legal advice, and RazorFile is not a law firm. It documents a conventional arrangement well and is not a substitute for counsel where the arrangement is unconventional. If members are contributing unequally or anyone is investing rather than working, have a lawyer draft it.
Common questions
Is an operating agreement legally required?
Most states do not require you to file one with your formation documents. Some states do expect an LLC to have one even though it is never filed. Either way, the practical requirement comes from banks and counterparties rather than from the state.
Do I need one for a single-member LLC?
It is less critical but still useful. Banks routinely ask for it at account opening, and it helps evidence the separation between you and the company that limited liability depends on. It is a small document to have and an awkward one to lack.
Can I write my own?
Yes, and for a simple single-member LLC that is a reasonable choice. The risk is in multi-member situations, where the clauses that matter are the ones covering the scenarios you are not imagining — someone leaving, someone dying, or the two of you disagreeing about what was agreed.
Does the operating agreement get filed with the state?
Generally no. It is an internal document kept with your records and produced when a bank, investor or counterparty asks. That is precisely why it is easy to postpone and awkward to be without.
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RazorFile files companies. We are not a law firm or tax advisor, and nothing on this page is legal or tax advice.