An operating agreement is the governing document for a limited liability company (LLC). It sets out the rights, duties, and obligations of the members and outlines how the LLC will be managed. Below is a full, ready‑to‑use example that you can copy, adjust to your state’s statutory requirements, and use for a single‑member or multi‑member LLC.
This Operating Agreement (the “Agreement”) is entered into as of October 11, 2026 by and among the persons identified in Exhibit A (the “Members”). The Company is organized as a Limited Liability Company under the laws of the State of Delaware.
1.1 Formation. The Members have formed a Limited Liability Company under the name
“The Company, LLC” (the “Company”) pursuant to the Delaware Limited Liability
Company Act (the “Act”). The Articles of Organization were filed with the
Delaware Secretary of State on October 11, 2026.
1.2 Principal Office. The principal office of the Company shall be located at
123 Business Lane, Wilmington, DE 19801, or such other place as the Members
may designate from time to time.
1.3 Registered Agent. The Company’s registered agent in Delaware shall be
Registered Agents Inc., 456 Legal Street, Wilmington, DE 19801.
2.1 Purpose. The purpose of the Company is to engage in any lawful business
activity for which limited liability companies may be organized under the
Act, including but not limited to the development, marketing, and sale of
software products and related services.
3.1 Members. The initial Members are listed in Exhibit A attached hereto.
3.2 Capital Contributions. Each Member shall contribute the amount set forth
opposite such Member’s name in Exhibit A. No additional contributions shall
be required unless the Members unanimously agree in writing.
3.3 Ownership Interests. Ownership percentages shall be as follows:
• Member A – 60%
• Member B – 40%
(These percentages reflect the relative capital contributions unless
otherwise agreed.)
4.1 Management Structure. The Company shall be Member‑managed. Each Member
shall have the authority to bind the Company in the ordinary course of
business.
4.2 Decision‑Making. Actions requiring Member approval shall be approved by
a majority of the ownership percentages, unless a higher threshold is
required by this Agreement.
4.3 Officers. The Members may appoint officers (e.g., President, Secretary,
Treasurer) and delegate duties as they see fit.
5.1 Profits and Losses. Profits and losses shall be allocated to Members in
proportion to their ownership interests.
5.2 Distributions. Cash distributions shall be made at such times and in such
amounts as determined by the Members, subject to sufficient cash flow
and compliance with applicable law.
6.1 Fiscal Year. The fiscal year of the Company shall end on December 31
of each year.
6.2 Records. The Company shall maintain complete and accurate books and
records at its principal office. Each Member shall have the right to
inspect and copy such records upon reasonable request.
7.1 Restrictions. No Member may transfer, assign, or sell all or any portion
of its interest without the unanimous written consent of the other
Members.
7.2 Right of First Refusal. If a Member receives a bona‑fide offer to buy
its interest, the other Members shall have a right of first refusal
to purchase the interest on the same terms.
8.1 Events of Dissolution. The Company shall be dissolved upon the occurrence
of any of the following:
• The unanimous written consent of the Members.
• The entry of a decree of judicial dissolution under the Act.
8.2 Winding Up. Upon dissolution, the Members shall wind up the Company’s
affairs, pay or provide for all debts and obligations, and distribute any
remaining assets in proportion to ownership interests.
9.1 Amendments. This Agreement may be amended only by a written instrument
signed by Members holding at least 75 % of the ownership interests.
9.2 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to
conflict‑of‑law principles.
9.3 Severability. If any provision of this Agreement is found to be
unenforceable, the remaining provisions shall remain in full force and
effect.
Member A: _______________________ Date: ___________
Member B: _______________________ Date: ___________
Download a clean, printable PDF of this operating agreement and customize it for your own LLC.