LLC Operating Agreement (template + instructions)

LLC Operating Agreement (template + instructions)

LLC Operating Agreement instructions. Follow along step-by-step as I complete an LLC Operating Agreement. Free PDF download you can use for your LLC.

Operating Agreement Download (Word Doc):

Operating Agreement Download (PDF):

Operating Agreement Download (Google Docs):

Our website:


An Operating Agreement is an agreement for the member(s) of your LLC that sets forth how the LLC will be managed both financially and operationally.

Your Operating Agreement also spells out how much of the LLC each member owns.

You can have 1 member who owns 100%, you can have 2 members with a 50/50 split, 60/40, 70/30 (anything really!), or you can have 3 or more members and you can split the ownership any way you’d like.

The LLC is a flexible business structure. There is no limit on the number of members you can have. And, there are no restrictions on how you split the ownership of the company.


Unlike your LLC Formation Documents, the Operating Agreement does not need to be mailed anywhere.

You do not need to mail it to the State.

You do not need to mail it to the IRS.

It is strictly an “internal document”.

This means that you will just keep a copy with your other business documents.


Again, the purpose of the Operating Agreement is to spell out who the member(s) are and what percentage of the LLC they own, also known as their “membership interest”.

It also defines how the LLC is managed, how taxes are paid, and how profits and losses are distributed amongst the member(s).

Remember, your LLC can be owned by one person (called a Single-Member LLC) or your LLC can be owned by 2 or more people (called a Multi-Member LLC).


In order to complete your Operating Agreement, you will need some basic information.

• The formation date of your LLC.
• The name and address of the Registered Office and Registered Agent.
• The general business purpose of the LLC.
• Member(s) percentages of ownership.
• Names of the Members and their addresses.

Your final Operating Agreement is not “set in stone”. You can make changes as needed.



One of the benefits of forming an LLC is the flexibility of managing your business.

The Operating Agreement is a working document that is meant to be fluid and allow for changes as your business grows.

If you want to make simple changes (such as a change of address for a member or changing your Registered Office or Registered Agent), you’ll need to revise the original Operating Agreement.

If, however, you need to make complex changes (for example one member purchases the interests of another member, or you decide to raise financing with investors), it is best to hire an attorney. Making changes like these can have negative legal and tax consequences if done incorrectly.

Once all changes are made, you’ll need to print the new Operating Agreement and have all of the members sign it.

It is best practice to keep a copy of all versions of your Operating Agreement so you have a history of the changes that were made.



You may need to provide a copy of your Operating Agreement to:

• A lender if you are obtaining financing
• A title company if you are purchasing real estate
• Accounting and tax professionals for financial assistance
• Lawyers for legal advice
• Potential investors or partners who have an interest in your business



If you’re involved in a legal battle, the Court will likely ask for your LLC’s Operating Agreement.

Having one can help prove to the Court that you have a legitimate LLC and that you are running your business properly.

If the Courts were to find you running an LLC without an Operating Agreement, they may go after your personal assets.



This information is provided for educational purposes only and in no way constitutes legal, tax, or financial advice. For legal, tax, or financial advice specific to your business needs, we encourage you to consult with a licensed attorney and/or CPA in your state.

LLC University® is a registered trademark of LLCU Media Group, LLC.
© LLCU Media Group, LLC. All rights reserved.




  1. Climbing Crab on July 21, 2021 at 8:47 pm

    Information was wonderful, thank you! Most impressive part, seeing that you still respond to comments years after the production of this video. It really speaks to your sincerity. Great work.

  2. Carol Brand on July 21, 2021 at 8:48 pm

    So helpful. Thank you so much!

  3. E MULTI SERVICES LLC on July 21, 2021 at 8:51 pm

    Hello, how can I download the docs

  4. Jack Ryan on July 21, 2021 at 8:51 pm

    If it is a foreign owned single member LLC, should the member list their home country address in the agreement or use northwest address?
    Thank you very much

  5. Jeffrey Ramkaransingh on July 21, 2021 at 8:51 pm

    In your opinion, what is the best online service for forming an LLC in Indiana? Thanks!

  6. Joanna yayaya on July 21, 2021 at 8:51 pm

    I know you received a lot of thankful comments, but I am so grateful for your help. I have been wantching YouTube for years but never leave a single comment. Your kindness deserves bigggg thumbs up👍👍👍👍👍. Keep the good work and wish you good luck, wealthy and healthy at all time.

  7. star on July 21, 2021 at 8:52 pm

    thank you- a God send

  8. B AJ on July 21, 2021 at 8:52 pm

    Thanks for the help. this is awesome, you did a great job walking us through it. We need more stuff like this.

  9. ANGRY CLOUDZ on July 21, 2021 at 8:54 pm

    thanks for the information

  10. Orrin Jones on July 21, 2021 at 8:56 pm

    Was reading the agreement while you were filling it out sounds good! I may have an attorney review certain details with us but right now we just need a business checking account and since we can change it at any time it’s no big deal if we miss a few points.

  11. Tom Spallone on July 21, 2021 at 8:56 pm

    Awesome. Perfect. Thank you.

  12. Rosario Rico on July 21, 2021 at 8:56 pm

    This has been extremely useful. I appreciate the step by step process. Really appreciate it.

  13. Tellemere on July 21, 2021 at 8:57 pm

    I’m very grateful that you are offering a free template and filling it out, but you are skipping over the main provisions and are not explaining the significance of what is written there. Many people may be signing into binding agreements that they need not do int he first place because they did not understand the legalese you skipped over…

  14. Eli Elias on July 21, 2021 at 8:59 pm

    Thank you so much for sharing your knowledge, May Gd bless you. You were very instrumental., clear and to the point. You are terrific.

  15. Kar Mon on July 21, 2021 at 8:59 pm

    Dear Matt, I couldn’t understand what those for (CP 575) & (147C) and why I need them?
    Thanks and regards 🙂

  16. Oren Kachel on July 21, 2021 at 9:00 pm

    and if the LLC is owned by another LLC who suppose to sign on part VIII?

  17. Daniel Fondu on July 21, 2021 at 9:00 pm

    Made a seemingly complicated matter super simple and effortless. Thank you!

  18. Anna McLeran on July 21, 2021 at 9:00 pm

    Is it okay to use the sample operating agreement pdf that you provide on your website and review it (and also use it) for my LLC formation? I understand that you have to provide some disclaimers, but I wanted to be clear that it was okay for me to use it.

  19. Qiwei Liu on July 21, 2021 at 9:01 pm

    You are a hero! Thanks so much for your help and please keep up the great work! I have a little ask. Could we please have similar instructions for "manager-managed LLC"? I filed a SMLLC as manager-managed since I read that it has the benefits of designating a manager in the event of death and the Operating Agreement needs to specifically call that out. I also checked the template for the Manager-Managed LLC on your site ( It wasn’t very self-explanatory and also very different from the single-member managed doc in this video, and that document also has typos, E.g. "activities" was spelled as "activites" which made me question the quality and legitimacy of that template. Thanks and I look forward to hearing from you!

  20. NATURALLY GIFTED on July 21, 2021 at 9:02 pm

    Hello, This was so helpful, and you save me $50. I have a question for page 3 under contribution. I started making jewelry as a hobby and purchased merchandise and spend thousands out of pocket. What do you suggest I put under CAPITAL PROVISION for contribution. Thanks in advance.

  21. ChrissyGirlz&& DKNx2 on July 21, 2021 at 9:04 pm

    Thank you, I wish you an unlimited abundance of prosperity

  22. LLC University on July 21, 2021 at 9:05 pm

    Hey folks, make sure to check the site for most up-to-date information: Or select your state and start forming your LLC with our free guides:

  23. SARY_1915 on July 21, 2021 at 9:06 pm

    Is this the same as the minutes? Or what is the difference?

  24. Process-Geekoid on July 21, 2021 at 9:07 pm

    LLC University can you please share Manager Managed LLC template

  25. Justin Raymund on July 21, 2021 at 9:07 pm

    This was SO helpful. A lot of "free" services really seemed to over complicate this process, and wanted credit card information! Thank you for making it SO SIMPLE!

  26. Kunal Mishra on July 21, 2021 at 9:08 pm

    very helpful. thank you

  27. T D on July 21, 2021 at 9:08 pm

    Great vid, THANKS!
    ?… On Part III. Tax and Financial Provisions: I want to write "Disregarded" for our rental house LLC where my wife and I file taxes jointly. Is that OK?

  28. Rodrigo Valerdi on July 21, 2021 at 9:11 pm

    I’m looking at this video 5 years later and it’s still relevant !

  29. Ashley on July 21, 2021 at 9:11 pm

    Thank you!

  30. Christian Meza on July 21, 2021 at 9:12 pm

    Thank you so much for putting these videos out there!

  31. Richard Turman on July 21, 2021 at 9:15 pm

    Brilliant thank you sir!

  32. Cashole on July 21, 2021 at 9:15 pm

    Thank you for this, it helped tremendously. Really appreciate you taking the time to do this as well as having a pdf for all to use.

  33. Kar Mon on July 21, 2021 at 9:15 pm

    I don’t know really how to thank you. You’re so helpful and logic. Thanks for your help and everything you share. Appreciated!

  34. Kar Mon on July 21, 2021 at 9:15 pm

    Dear Matt, how to assist for LLC business license for non-US residents?
    Thank you!

  35. The BTS Mom Nanay365 on July 21, 2021 at 9:25 pm

    When do you draft/make the Operating Agreement? Is it the same time as you form the LLC or after you received the approval? Thank you

  36. AZNFLAVR on July 21, 2021 at 9:25 pm

    What if you didn’t set up a business account first before contributing but brought/purchased things for the business from a personal account? Thank you in advance .

  37. Shawn Regnier - Great Homes LA on July 21, 2021 at 9:27 pm

    Nice video. Unfortunately, those of us that need our hands held using the manager-managed operating agreement from your website, are left scratching our heads when using this video to complete the manager document.

    Maybe it’s time for a manager-managed video?

    Regardless, this video was useful for a member OA.

  38. Catavia Thompson on July 21, 2021 at 9:27 pm

    Dope information and resources! Thank you so much. New subscriber❤️

  39. Delores Ellison Bey on July 21, 2021 at 9:28 pm

    Thank you soooooo Much!!!!!

  40. Differential Equations on July 21, 2021 at 9:32 pm

    the business, accounting, law firms they just use the same templates but charge you a ridiculous amount of money for the same thing

  41. Leo Vallejo on July 21, 2021 at 9:32 pm

    In the tax section, applies the same for foreign-owned LLC? Or should be like "FOREIGN-OWNED U.S DISREGARDED ENTITY"

  42. Julie Johnson on July 21, 2021 at 9:34 pm

    Wow!! Thank you very much Matt. You are a genius! Great job! 👍👍

  43. Corto Stergard on July 21, 2021 at 9:34 pm

    Hello and thank you so much for this video, it is amazing. Question, do you have a manager-managed LLC operating agreement also? And can you please explain me in which case it is better to have a manager-managed LLC agreement? All my best and thank you again!

  44. Nanii J on July 21, 2021 at 9:35 pm

    thank you for this information, I would like to ask if I dont have a registered agent as of yet, can I leave it blank?

  45. Newwavepressure on July 21, 2021 at 9:37 pm

    My wife is on my llc as 50% but jus so she can use the bank acct but i dont want her to be on here or should i put her at 0% on here and a member can i do that she dose her taxes separate????? Please help dont want them to tak her taxes

  46. E MULTI SERVICES LLC on July 21, 2021 at 9:37 pm

    Hello, the video it is very helpful, you mention to have an LLC in the operating agreement in this case will be Corporation but the company has an LLC sole mbr now do we keep the LLC and create a new corporation and use the LLC we have as dba?

  47. Chad on July 21, 2021 at 9:38 pm

    Thank you! Very helpful video. Appreciate your time

  48. Miss L Turner on July 21, 2021 at 9:38 pm

    These videos are so helpful. Thank you so much. 😊

  49. Brian Kreeger on July 21, 2021 at 9:39 pm

    Very Helpful!

  50. deenysis on July 21, 2021 at 9:44 pm

    Thanks so much – This was extremely helpful!