Free LLC Operating Agreement Templates by State (PDF & Word)
State-specific LLC operating agreement templates for California, Texas, Florida, New York, Delaware, Pennsylvania, Ohio, Georgia, North Carolina, Arizona, Michigan. Free PDF + Word.
What this hub covers
An LLC operating agreement is the internal governance document for a limited liability company. While most states do not require the operating agreement to be filed publicly, every state’s LLC Act supplies default rules that govern any matter the operating agreement does not address β meaning operating without one means accepting those defaults, which rarely reflect what the members would have negotiated.
Why state-specific matters
State-specific operating agreements matter because each state’s LLC Act has its own peculiarities: New York REQUIRES a written operating agreement (LLC Law Β§417). California imposes the $800 minimum franchise tax. Delaware offers the broadest contractual flexibility. Texas allows fiduciary duty modification. The templates below incorporate the relevant state framework.
Choose Your State
California
RULLCA. Oral agreements valid, but Β§17701.10(d) demands writing. $800 tax.
California LLC operating agreement →Texas
BOC Chapter 101. $300 to form; 15 May report even at zero tax.
Texas LLC operating agreement →Florida
Chapter 605. $138.75 annual report and a $400 late penalty that is never waived.
Florida LLC operating agreement →New York
LLC Law Β§417 REQUIRES a written agreement. Plus the 120-day publication rule.
New York LLC operating agreement →Delaware
DLLCA Title 6 Ch. 18. Maximum freedom of contract; duties can be eliminated.
Delaware LLC operating agreement →Pennsylvania
15 Pa.C.S. Β§8815. New $7 annual report since 2025 replaced the decennial.
Pennsylvania LLC operating agreement →Ohio
Revised Code Chapter 1706. No annual report; written agreements get Β§1706.08 freedom.
Ohio LLC operating agreement →Georgia
O.C.G.A. Β§14-11-305 allows eliminating fiduciary duties. Fees changed Sep 2025.
Georgia LLC operating agreement →North Carolina
N.C.G.S. Chapter 57D. $200 annual report due 15 April.
North Carolina LLC operating agreement →Arizona
A.R.S. Title 29 Ch. 7. No annual report; publication rule outside Maricopa/Pima.
Arizona LLC operating agreement →Michigan
MCL Β§450.4101+ compliant.
Michigan LLC operating agreement →Virginia
Distributions follow contributions, not equal shares. Oral agreements allowed, but not for the money.
See Virginia rules →Don’t see your state?
Our generic template covers all 50 states. It can be customized to your jurisdiction.
View Generic TemplateWhich states require an operating agreement (verified July 2026)
Last verified: July 2026 against state statutes and regulatory trackers. Laws change β before relying on any row below, confirm it with the official state source. How we source and update this data is described in our Editorial Policy.
Five states require LLCs to adopt an operating agreement by statute. In no state is the document filed with the government β it stays in your records:
| State | Required by statute? | Form allowed |
|---|---|---|
| California | Yes β required | Written or oral; keep any written agreement and amendments with company records (RULLCA). |
| Delaware | Yes β required | May be written, oral, or even implied (Del. LLC Act). |
| Maine | Yes β required | May be entered before, during, or after filing; written, oral, or implied. |
| Missouri | Yes β required | At least an oral agreement covering the conduct of the business and members’ rights and duties. |
| New York | Yes β required, in writing | LLC Law Β§417: members must adopt a written operating agreement (before, at, or within 90 days after filing). |
The other 45 states: an operating agreement is not required by statute β but skipping it means the state’s default LLC act decides how profits are split, how disputes are resolved, and what happens when a member leaves. Banks routinely ask for one to open a business account, and single-member LLCs use it to reinforce the liability shield. Our template and online generator work in all 50 states because the agreement is an internal document governed by the terms you set within your state’s framework.
How to verify: your state’s LLC act is published on the legislature’s website, and the Secretary of State’s business division publishes formation guidance.
LLC Operating Agreement FAQs
What is an LLC operating agreement?
An internal document that sets out ownership, management, voting, and profit distribution among an LLC's members.
Is an operating agreement legally required?
Only a few states legally require one, but it is strongly recommended everywhere to protect limited liability and prevent disputes.
What is the difference between single-member and multi-member?
A single-member agreement documents sole ownership; a multi-member agreement governs how owners share control and profits.
What does member-managed vs manager-managed mean?
Member-managed means the owners run daily operations. Manager-managed delegates that to one or more appointed managers.
Do operating agreements vary by state?
The core structure is similar, but the default LLC rules that apply when the agreement is silent differ by state.