Free Single-Member LLC Operating Agreement Template

OPERATING AGREEMENT OF [LLC NAME], LLC
(A Single-Member Limited Liability Company)

This Operating Agreement ("Agreement") is made effective [DATE] by [OWNER NAME] ("Member"), the sole member of [LLC NAME], LLC ("Company").

1. FORMATION. The Company was formed as a limited liability company under the laws of [STATE] by filing Articles of Organization [Certificate of Formation] on [DATE]. The Company's principal office is [ADDRESS], and its registered agent is [NAME, ADDRESS].

2. PURPOSE. The Company may engage in [DESCRIBE BUSINESS] and any other lawful business.

3. SOLE MEMBER AND OWNERSHIP. Member owns 100% of the membership interests in the Company.

4. MANAGEMENT. The Company is member-managed. Member has full authority to manage the business, sign contracts, open bank accounts, borrow money and take any other action on the Company's behalf. Member may appoint officers or managers and delegate authority in writing.

5. CAPITAL CONTRIBUTIONS. Member has contributed [CASH AMOUNT AND/OR DESCRIBE PROPERTY]. Member is not required to make further contributions. Additional contributions will be recorded in the Company's books.

6. DISTRIBUTIONS. The Company may distribute available cash to Member at times Member decides, provided the Company can pay its debts as they come due after the distribution, as required by law.

7. SEPARATENESS. To preserve limited liability, the Company will: maintain its own bank account; not mix Company and personal funds; keep separate books and records; sign contracts in the Company's name, with Member signing as "Member"; maintain adequate capital for its foreseeable obligations; and keep its state filings and registered agent current.

8. LIMITED LIABILITY. Member is not personally liable for the Company's debts, obligations or liabilities solely because of being a member, except as required by law or as Member agrees in writing, such as a personal guarantee.

9. INDEMNIFICATION. The Company will indemnify Member for losses incurred in good faith on the Company's behalf, except for losses caused by Member's fraud, willful misconduct or knowing violation of law.

10. TAX TREATMENT. The Company will be treated as a disregarded entity for federal income tax purposes unless Member elects otherwise, such as S corporation status. This Agreement does not constitute tax advice.

11. RECORDS. The Company will keep its Articles, this Agreement, tax returns, financial statements and records of contributions and distributions at its principal office.

12. TRANSFER AND NEW MEMBERS. Member may transfer all or part of the membership interest. New members may be admitted only by written amendment signed by Member and the new member, which should replace this Agreement with a multi-member operating agreement.

13. DEATH OR INCAPACITY. If Member dies, Member's membership interest passes to [NAMED SUCCESSOR / Member's estate or heirs], who will be admitted as member(s) and may continue the Company. If Member becomes incapacitated, [NAME OF DESIGNATED REPRESENTATIVE] may manage the Company until Member recovers or a successor is admitted. [Member should coordinate this section with Member's estate plan.]

14. DISSOLUTION. The Company will dissolve on Member's written decision or as required by law. On dissolution, the Company will pay its debts, then distribute remaining assets to Member, and file articles of dissolution.

15. AMENDMENTS. This Agreement may be amended only in a writing signed by Member.

16. GOVERNING LAW. This Agreement is governed by the laws of [STATE].

GENERAL PROVISIONS
(a) Notices. Notices must be in writing and sent to the addresses or emails above (or as later updated by notice). Email notice is effective when sent, unless the sender receives a delivery failure message.
(b) Entire agreement. This agreement, with any schedules and exhibits, is the entire agreement between the parties on its subject and replaces all prior discussions and agreements on that subject.
(c) Amendments and waivers. Changes must be in writing and signed by both parties. A failure or delay in enforcing any term is not a waiver of it.
(d) Severability. If any provision is found unenforceable, it will be limited to the minimum extent necessary and the rest of this agreement will remain in effect.
(e) Assignment. Neither party may assign this agreement without the other party's written consent, except to a successor in a merger or sale of substantially all of its business, on notice.
(f) Relationship. Nothing in this agreement creates a partnership, joint venture or agency relationship unless expressly stated.
(g) Counterparts and electronic signatures. This agreement may be signed in counterparts and by electronic signature, each of which is an original and together form one agreement.
(h) Independent advice. Each party has had the opportunity to review this agreement with its own legal counsel and signs it voluntarily.

MEMBER: ______________________  [OWNER NAME]  Date: __________

SCHEDULE A: Member contributions and ownership
[NAME] | Contribution: [DESCRIBE] | Ownership: 100%

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This free template is provided by ClauseAudit for general informational purposes and is not legal advice. Have it reviewed before use. Replace all [BRACKETED] placeholders.