Every LLC should have a written operating agreement — even single-member LLCs. Without one, your state's default LLC statute governs, which may not reflect your intentions. This guide covers essential provisions by category. Click each provision to see what the state default is and what you should include instead.
First, choose your management structure — it affects many downstream provisions.
Member-Managed
All members participate in management. Best for small partnerships.
All members have equal management rights by default. Decision-making should specify: which decisions require unanimous consent (major) vs. majority (operational). Most common for 2–4 member LLCs.
Manager-Managed
Designated manager(s) run operations. Passive members invest only.
Manager may be a member or an outside party. Manager has full authority for day-to-day decisions. Specified decisions require member consent. Common for investor LLCs or single-operator businesses with passive co-owners.