In Missouri, New York, and Delaware, the LLC statute itself says an operating agreement “shall” be adopted or exist, and New York’s must be in writing. So the short answer to “do I need an operating agreement for an LLC” is that in those states, the law speaks directly to it. In every other state, you’ll need to read that state’s LLC act yourself.
Even then, a written agreement is worth having, including for a one-person LLC. Under the three statutes covered here, you don’t file it with the state. You keep it with your records, and you can write it yourself for free. This guide covers what the three statutes say, what to put in an agreement, and how to get one without overpaying.
Last updated: October 25, 2026
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Key Takeaways
- Missouri, New York, and Delaware each address operating agreements in their LLC statutes, quoted below.
- For any other state, check that state’s LLC act or ask its Secretary of State’s office.
- The three statutes quoted here don’t require you to file the agreement with the state. It’s an internal document.
- Single-member LLCs benefit too: ownership records, money rules, and a plan for death or disability.
- You can write your own, use a free template, get one bundled with formation, or hire an attorney.
- Your EIN is free from the IRS. You never have to pay for one.
What Is an Operating Agreement?
An operating agreement is a written document that sets out how your LLC (limited liability company) is owned and run. A member is an owner of the LLC. A manager is someone appointed to run the day-to-day business, who may or may not be an owner.
It’s an internal document. It’s separate from your articles of organization, the form you file with the state to create the LLC. Some states call it a certificate of formation.
Confirm your own state’s rule on filing with its business filing office.
Do I Need an Operating Agreement for an LLC? What Three State Laws Say
Here’s the actual statutory language, so you don’t have to take anyone’s word for it.
Missouri
Missouri Revised Statutes section 347.081 says: “The member or members of a limited liability company shall adopt an operating agreement containing such provisions as such member or members may deem appropriate, subject only to the provisions of sections 347.010 to 347.187 and other law.”
Notice the phrase “member or members.” The wording covers an LLC with one owner as well as several. Starting a Missouri LLC? See our Missouri LLC guide.
New York
New York Limited Liability Company Law section 417 says: “The members of a limited liability company shall adopt a written operating agreement that contains any provisions not inconsistent with law or its articles of organization relating to the business of the limited liability company.”
The same section lets you enter the agreement before, after, or at the time you file the articles of organization. If you enter it before or within ninety days after filing, it may be made effective as of the effective time of the articles.
Delaware
Delaware Code Title 6, section 18-201(d) says: “A limited liability company agreement shall be entered into or otherwise existing either before, after or at the time of the filing of a certificate of formation.”
Delaware’s phrase is “limited liability company agreement,” which is the same thing as an operating agreement. Our Delaware LLC guide covers the rest of the formation steps.
Every Other State
Each state has its own LLC act, and the wording differs. Search for “[your state] limited liability company act operating agreement” and read the section yourself, or ask your Secretary of State’s office.
Don’t assume that because a friend in another state skipped one, you can too.
Do I Need an Operating Agreement for an LLC With One Owner?
Read your state’s LLC act first. Whatever it says, a single-member LLC gets real value from a written agreement. Here’s what it gives you:
- A written record of ownership. Banks, lenders, and others may ask who owns the company.
- Clear rules for money in and out. It documents what you put in (capital contributions) and how you take money out (distributions).
- A plan for death or disability. It can say who steps in and what happens to your ownership.
- Separation of personal and business affairs. Treating the LLC as its own entity, with documented rules, supports that separation. Ask a licensed attorney in your state how courts there view it.
What to Put in Your LLC Operating Agreement
A solid operating agreement usually covers these points:
- Members and ownership percentages. Who owns what.
- Capital contributions. What each member puts in (cash, equipment, and so on) and whether more can be required later.
- Management. Member-managed means the owners run the business. Manager-managed means designated managers do, who may be owners or outsiders.
- Voting. Which decisions need a majority, and which need everyone.
- Profit and loss allocation. How results are divided among members.
- Distributions. When and how members are paid.
- Adding or removing members. The process and any approval needed.
- Transfers. What happens if a member wants to sell or give away their interest.
- Dissolution. How the LLC is wound down and assets distributed.
Say you’re forming a two-person LLC in New York, and you and a partner each own 50%. Your agreement might say that spending over a set amount needs both signatures. It might also say that if one of you wants out, the other gets first chance to buy.
New York’s section 417 calls for a written agreement, and the ninety-day window gives you time after filing to finish it.
Four Ways to Get an Operating Agreement
1. Write Your Own
You can draft it from your state’s LLC act and a checklist like the one above. It costs nothing. But you’re responsible for making sure it doesn’t conflict with state law.
2. Use a Free Template
According to its website, Northwest Registered Agent offers a free LLC operating agreement as a PDF and DOC download. A template is a starting point. Fill in every blank and delete anything that doesn’t fit your business.
For simple LLCs, a customized free template is often good enough. For complex ownership, talk to an attorney.
3. Get One Bundled With Formation
Bizee lists three packages on its website: Basic at $0 plus the state fee, Standard at $199 plus the state fee, and Premium at $299 plus the state fee. According to Bizee’s order page, Standard adds your EIN, an operating agreement, and faster processing. Its registered agent service is included free for the first year and renews annually. Continuing is optional.
You can start through Bizee. Want the full breakdown first? Read our Bizee review.
The state filing fee goes to the state no matter which route you choose. Check your Secretary of State’s website for the current amount.
For comparison, ZenBusiness lists an operating agreement template at $99 one-time on its pricing page.
4. Hire an Attorney
For multi-member deals with unequal contributions, outside investors, or complicated buyout terms, a licensed attorney in your state is worth the cost. A template can’t anticipate your specific disputes.
Don’t Pay for Your EIN
An EIN (employer identification number) is your LLC’s federal tax ID. According to the IRS, you can get an EIN directly from the IRS in minutes for free, and you never have to pay a fee for one.
Some companies sell EIN filing as an add-on. ZenBusiness lists it at $99 one-time on its pricing page. You can apply yourself at IRS.gov, and our guide on how to get an EIN for your LLC walks through it.
Your Do-It-Today Checklist
- Search your state’s Secretary of State business portal to confirm your LLC name is available.
- File your articles of organization (or certificate of formation) and pay the state fee.
- Choose a registered agent, the person or company designated to receive legal papers for your LLC. You can serve as your own if your state allows it.
- Read your state’s LLC act section on operating agreements.
- Write or download an operating agreement, and have every member sign it.
- Get your free EIN at IRS.gov.
- Open a business bank account, and keep the signed agreement with your records. Our business bank account comparison shows what to check before you apply.
FAQ
Do I have to file my operating agreement with the state?
The Missouri, New York, and Delaware statutes quoted above don’t require filing it with the state. It’s an internal document. For other states, check with the filing office.
Can I sign the operating agreement after I file my articles?
In New York, section 417 allows it before, after, or at the time of filing. If it’s entered into before or within ninety days after filing, it can be made effective as of the articles’ effective time. Delaware’s statute likewise covers before, after, or at the time of filing. Check your own state’s rules.
Does a one-member LLC need an operating agreement?
Read your state’s LLC act. Missouri’s statute, for example, refers to “member or members.” Regardless of your state, a written agreement documents ownership, money flow, and succession, which is useful for a solo owner.
Is a free template good enough?
For simple LLCs, often yes, if you customize it and confirm it fits your state’s law. For complex ownership, consult an attorney.
Do I need to pay for an EIN?
No. The IRS provides EINs free of charge.
Your Next Step
Ready to put the agreement together with the rest of your filing? Follow our step-by-step guide to incorporating yourself for free, and keep this checklist open while you work.
Disclaimer: The information in this article is for educational purposes only and does not constitute legal, tax, or financial advice. Business formation rules, fees, and deadlines vary by state and change often. Always consult a qualified attorney, CPA, or tax professional before making decisions about your business.
