The company itself · A term for founders abroad
What is an operating agreement?
The private contract among an LLC's members that sets ownership, management and what happens when someone leaves; it isn't filed with the state.
Checked against the IRS's instructions and the states' own rules. Reviewed by Saais Patel, compliance reviewer.
Term 71 of 105 in the glossary, filed under O.Every term, A to Z
Operating Agreement, for a founder abroad.
The operating agreement is the LLC's rulebook. It isn't filed anywhere, but banks ask to see it and courts rely on it. A company with one owner still needs one, because it's the document that shows the company is separate from you.
What it covers
- Who owns what share, and what each put in.
- Who manages: the members, or appointed managers.
- How profit is shared and when it's paid out.
- What happens if a member leaves, dies or wants to sell.
- How the company is closed.
Without one, the state's default rules fill the gaps, which rarely match what the owners meant, especially with two or more. Every plan includes one, signed online.
Read next · guide · 8 minHow to start a US LLC as a non-resident (2026)What founders ask next.
- Does a single-member LLC need an operating agreement?
- Yes in practice. The state doesn't collect it, but banks ask for it, and it's your evidence that the company is separate from you.
- Is the operating agreement filed with the state?
- No, in Wyoming and Delaware. It's kept with the company's records.
- Can we change the operating agreement later?
- Yes, by an amendment the members sign. Adding a member or changing shares is done this way, with nothing filed.
03 · See also
- The company itselfLLCA US company whose owners aren't personally liable for its debts, and whose profit is taxed once, to the owners, unless it elects otherwise.Read the term
- The company itselfMemberAn owner of an LLC, the LLC's equivalent of a shareholder; members may run the company themselves or appoint managers.Read the term
- The company itselfArticles of OrganizationThe document filed with a state to create an LLC; Delaware and some other states call it a Certificate of Formation.Read the term
- The company itselfC-CorporationA US corporation taxed on its own profit, which issues stock and is what US investors' paperwork assumes; usually formed in Delaware.Read the term
Ready when you are
Answer the questions. We do the filing.
It takes about four minutes. You see the whole order, Wyoming fee included, before anything is charged.
You're startingLLC · WY
Start a companyLaunch · $351.40 · Wyoming fee included