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 — 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 §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 compliant. $800 franchise tax notes.
View template →Texas
BOC Chapter 101 compliant. No income tax notes.
View template →Florida
Chapter 605 compliant. Charging order protection.
View template →New York
NY LLC Law §417 REQUIRED. Publication requirement explained.
View template →Delaware
DLLCA Title 6 Ch. 18. Maximum freedom of contract.
View template →Pennsylvania
15 Pa.C.S. §§ 8811+ compliant. Decennial report.
View template →Ohio
Revised Code Chapter 1706 (effective 2022).
View template →Georgia
O.C.G.A. §§ 14-11-100+ compliant.
View template →North Carolina
N.C.G.S. Chapter 57D compliant.
View template →Arizona
A.R.S. Title 29 Chapter 4 compliant. Publication notes.
View template →Michigan
MCL §450.4101+ compliant.
View template →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 — 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 — it stays in your records:
| State | Required by statute? | Form allowed |
|---|---|---|
| California | Yes — required | Written or oral; keep any written agreement and amendments with company records (RULLCA). |
| Delaware | Yes — required | May be written, oral, or even implied (Del. LLC Act). |
| Maine | Yes — required | May be entered before, during, or after filing; written, oral, or implied. |
| Missouri | Yes — required | At least an oral agreement covering the conduct of the business and members’ rights and duties. |
| New York | Yes — required, in writing | LLC Law §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 — 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.