# Single-member LLC operating agreement outline

> Educational starting point only. Adapt this outline to the formation state and ask a qualified attorney to review it before signing, especially if the company has investors, employees, regulated activity or more than one owner.

## 1. Company and effective date

- Legal name: `[exact name on the accepted state filing]`
- Formation state: `[state]`
- Effective date: `[date]`
- Principal business address: `[address]`
- Registered agent and office: `[name and address]`

## 2. Member and ownership

The sole member is `[full legal name or legal entity]`, holding 100% of the membership interests. The member's contribution is `[cash, property or services]`, recorded in the company books.

## 3. Purpose and powers

The company may conduct any lawful business permitted by the formation state and may enter contracts, open accounts, hire providers, hold property and take other actions reasonably related to its business.

## 4. Management and authority

The company is member-managed unless the accepted formation record says otherwise. The member may sign contracts, open and close financial accounts, hire agents and make operating decisions for the company.

## 5. Separate records and money

The company will keep separate books, accounts and records. Member contributions, reimbursements, loans and distributions will be labelled and recorded. Personal expenses will not be paid from company funds except when documented and reimbursed.

## 6. Tax and accounting

The company will maintain records needed for its federal, state and local filings. The member may choose or change a tax election only after reviewing the consequences with a qualified tax professional. Foreign ownership, multiple owners, US employees or inventory can create additional filings.

## 7. Distributions

Distributions may be made to the member when the company can pay its obligations and the distribution is permitted by applicable law. The company will retain enough cash for taxes, refunds, vendors, state fees and other liabilities.

## 8. Transfers and new members

The member may not transfer an interest or admit a new member without a written amendment. A new member should sign an updated agreement and ownership schedule before receiving rights to company property or distributions.

## 9. Dissolution and records

The company may dissolve on the member's written decision or another event required by law. Before closing, the company should resolve contracts, taxes, state filings, creditors, bank accounts and record retention.

## 10. Signatures

Member: ______________________________  Date: __________________

Name: `[full legal name]`

Keep the signed agreement, amendments and ownership schedule with the accepted formation document and EIN notice. Do not file this agreement publicly unless an official process specifically requires it.