This template operating agreement may be used for a manager-managed, single member limited liability company (LLC). This template contemplates a management structure that is generally separate from the ownership of the company except with respect to extraordinary matters. This template includes practical guidance, drafting notes, and an alternate clause. Notwithstanding the significant and important role an operating agreement can play in the management and operation of an LLC, very few jurisdictions mandate the adoption of an operating agreement. See the image below to see which states mandate the adoption of an operating agreement. Visualization of the Map of States Requiring Operating Agreements Source: Operating Agreement and Initial Filing Requirements State Law Survey (LLC), Current as of 06/10/2022 Operating agreements may be written or verbal, and while most jurisdictions allow either, some jurisdictions require operating agreements be in writing. See the image below to see which states require the use of a writing or some other template. Visualization of the Map of States Requiring Operating Agreements Be Written Source: Operating Agreement and Initial Filing Requirements State Law Survey (LLC), Current as of 06/10/2022 LLCs should generally be governed by a written operating agreement, which serves a purpose similar to bylaws, a shareholder agreement and an equity purchase agreement combined into one. An operating agreement generally is entered into by the member(s) of an LLC upon the filing of the LLC's articles of organization. The single member in this operating agreement appoints the managers who manage the LLC's affairs. Because the LLC has only one member, issues relating to voting, a tax matters member/partnership representative, and transfers are less prominent in this operating agreement than they would be in an operating agreement for a multiple-member entity. If an additional member or members are admitted, an amended and restated operating agreement should be prepared that addresses the issues that arise in a multiple-member LLC. To compare state laws on Operating Agreements, see the following topics in the Business Entities State Law Comparison Tool : Limited Liability Company: Formation and Qualification and Limited Liability Company: Management and Indemnification. For further information see Partnership Tax Audit Rules. See also Partnership and Other Pass-Through Entities Taxation and Partnership Tax Audit Clauses (Bipartisan Budget Act of 2015). For other commonly used templates, see Operating Agreement (Manager-Managed, Multiple Members) (Short Form) (DE LLC) and Operating Agreement (Single Member, Creditor Protections, Corporate Model) (LLC).