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Tool · Operating agreement

Your LLC operating agreement, free and written as you type.

An operating agreement is the private contract that says who owns your LLC and how it's run. No state files it, but banks ask to see it. Fill in the form and download the PDF. It's the single-member agreement we prepare for every company we form, and it's made in your browser, so nothing you type reaches us.

Write my agreementWhat happens without one

State rules checked against the Wyoming, Delaware and New York statutes.

01 · Write it

Three steps, in about two minutes.

The agreement on the right changes as you type. What you read there is what you download.

1Your company

2Who owns it

3Before a bank reads it

  • To do: The name ends in LLC, L.L.C. or Limited Liability Company, exactly as on your articles.
  • To do: Your full legal name, as on your passport.
  • To do: Where you live. A home address abroad is fine.
  • To do: A principal place of business. It can be outside the United States.

Made in your browser. Nothing you type is sent to us or stored.

02 · Without one

Without an agreement, the state's rules decide.

Both states accept an agreement that was never written down, and then their default rules fill every gap. They don't match, and they rarely match what two owners had in mind.

What the law does without a written operating agreement, by state
WyomingDelaware
Does the law require one?No written one. The Act accepts an agreement that is spoken, implied or written (W.S. 17-29-102).One must exist, but it can be written, spoken or implied (6 Del. C. §18-101, §18-201).
How profit is paid out without oneIn equal shares among the members, whatever each put in (W.S. 17-29-404).In proportion to the agreed value of what each member put in (§18-503, §18-504).
Who decides day to dayEvery member equally. A disagreement goes to a majority of members, one vote each (W.S. 17-29-407).Members by their share of the profits. More than 50% decides (§18-402).
Anything out of the ordinaryEvery member must agree (W.S. 17-29-407).More than 50% of the profit share decides, unless an agreement says otherwise (§18-402).
03 · Two or more owners

What a second owner changes at the IRS.

  • It becomes a partnership. An LLC with two or more members is taxed as a partnership by default. No election is needed for the change.

  • It files Form 1065. Each year it has income or expenses, the LLC files a partnership return and gives every member a Schedule K-1. Form 5472, the single-member return, no longer applies.

  • Foreign members can mean withholding. If the LLC earns income effectively connected with a US business, it withholds tax on a foreign member's share and files Forms 8804 and 8805. Income from work done abroad usually isn't.

  • It needs a partnership representative. The person who deals with the IRS in an audit must have a substantial presence in the United States. The multi-member agreement names how they're chosen.

The costs side, including Form 5472 for one owner, is in the LLC cost calculator.

04 · After you download

Sign it, keep it, and update it when ownership changes.

  • Sign and date it. Every member signs, by hand or with an electronic signature. No notary is needed.

  • Keep it with your company papers. Your articles, your EIN letter and this agreement are the set a bank or an investor asks for.

  • Use the same names everywhere. The company name as on the articles, and each member's name as on their passport.

  • Amend it in writing. When someone joins, leaves or the split changes, every member signs the change.

05 · Questions

Questions about LLC operating agreements.

If yours is not here, email us at hello@baseacross.com before you order.

The private contract among an LLC's owners. It says who owns what share, who runs the company, how profit is paid out, and what happens if someone leaves or the company closes. It isn't filed with the state.

Where the rules come from

BaseAcross is a filing agent, not a law firm, and this page isn't legal advice. If your company has investors or terms that aren't typical, have a lawyer read the agreement.

Before you sign

Ready when you are

Rather we did it? It's on every plan.

We prepare your operating agreement, you sign it online, and it sits with your articles and EIN letter. Launch is $249 a year, Wyoming's fee at cost.

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