Free Single-Member LLC Operating Agreement Template

A single-member LLC operating agreement is a written document that explains how a one-owner limited liability company operates. Even though there is only one member, this agreement can still help you:

• Show the LLC is separate from you personally.
• Clarify how money moves in and out of the business.
• Document rules for management, records, and dissolution.

In addition, this agreement can support your business if a bank, lender, or court asks for proof of ownership or structure.

If you also need a broader LLC template, you can use our LLC operating agreement page.

Single-Member LLC vs. Sole Proprietorship

A single-member LLC is not the same as a sole proprietorship. A sole proprietorship usually does not create legal separation between you and the business, which can increase personal risk. Cornell Law School’s Legal Information Institute explains the basics of a sole proprietorship.

In many states, an operating agreement is not required to form an LLC. However, some states do require LLCs to adopt an operating agreement, even if there is only one owner.

Here are two examples:

• New York: LLCs are required to adopt a written operating agreement under NY LLC Law Section 417, and New York’s Department of State also explains this requirement.
• Missouri: Missouri law states that the member or members “shall adopt an operating agreement” under Missouri Revised Statutes Section 347.081.

Even when a written agreement is not required, having one is a smart way to document your business rules in case you ever need to prove your LLC is separate from you.

Even with just one owner, an operating agreement plays a key role in protecting your LLC and setting clear expectations for how the business runs.

Avoid Default State Rules

If you do not create your own operating agreement, your LLC may fall back on your state’s default rules for issues like management, distributions, and dissolution. That can be fine, but it may not match how you actually want to run your business.

Support Your Liability Protection

An LLC’s liability protection works best when the business is treated as its own entity. Keeping an operating agreement on file can help show that you follow business formalities, especially if there is ever a dispute.

Make Banking and Financing Easier

Banks and lenders often ask for an operating agreement when you:

• Open a business bank account.
• Apply for a loan or line of credit.
• Bring on a new financial partner or investor.

Plan for Big Changes

Even solo owners run into “what if” moments. Your agreement can explain what happens if you:

• Stop operating the business.
• Sell business assets.
• Want a successor to manage wrap-up tasks.

A strong single-member operating agreement usually includes:

• LLC details (legal name, principal address, and formation state).
• Business purpose (what the LLC does).
• Ownership statement confirming you are the only member.
• Management structure (member-managed, or manager-managed if you appoint someone).
• Capital contributions (what you contributed to start the business).
• Profits, losses, and taxes (how they are handled and recorded).
• Distributions (when you can take money out, and how you track it).
• Recordkeeping and accounting (how you maintain books and LLC documents).
• Amendments (how you update the agreement later).
• Dissolution terms (what happens when you close the LLC).

Writing a single-member LLC operating agreement is about clearly documenting how your business operates, how finances are handled, and what happens if things change.

Step 1 – Add Your LLC Basics

Include your LLC’s legal name, main address, and the state where it was formed. Also list the effective date and fiscal year.

Step 2 – Confirm Ownership and Management

State that you are the sole member. Then choose how the LLC is run:

• Member-managed: You handle day-to-day operations.
• Manager-managed: You appoint a manager to run operations.

Step 3 – Describe Contributions and Finances

Write down what you contributed (cash, property, equipment, or other assets). Then explain:

• How profits and losses are recorded.
• When distributions can be taken.
• How you keep business and personal funds separate.

Step 4 – Add Rules for Records and Changes

Clarify how you will keep records (banking, tax documents, contracts) and how you can amend the agreement in the future.

Step 5 – Include Dissolution Terms

Explain what triggers dissolution and how remaining assets are handled after debts are paid. Cornell Law School’s Legal Information Institute provides a plain-language overview of dissolution.

Step 6 – Sign and Store It Safely

As the only member, you sign the agreement yourself. Then keep it with your LLC records. You typically do not file it with the state.

Some owners choose to notarize the agreement for an added layer of formality, especially if a bank requests it.

For federal income tax purposes, the IRS generally treats a single-member LLC as a disregarded entity unless the LLC elects corporate taxation. The IRS explains this on its single-member LLC guidance page.

If you want different tax treatment, you may be able to elect:

• Corporate taxation using IRS Form 8832 (and the Form 8832 PDF).
• S corporation election (if eligible) using IRS Form 2553 (and the Form 2553 PDF).

Tax elections can affect payroll, filing obligations, and deadlines, so it often helps to check with a tax professional before you file.