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Business & contracts 2 signers 3 pages 19 blanks to fill in

LLC Operating Agreement Template

Set the rules for your two-member limited liability company, instead of relying on the default rules of state law.

Use This Template — Free See the Agreement Signers don’t need an account
LLC operating agreement
The blanks in brackets are what you fill in. VergeHR adds each signer’s signature and date boxes.
LLC operating agreement — page 1 of 3
Page 1 of 3
LLC operating agreement — page 2 of 3
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LLC operating agreement — page 3 of 3
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Use This Template Fill in the blanks, name who signs, and send — from VergeHR eSignature.

What is a lLC operating agreement?

A limited liability company's operating agreement is its internal rulebook: who owns what, how profits are shared, who runs it, what needs both members' consent, and what happens if a member wants out. Without one, the default rules of the law where the LLC was formed apply, and they may not match what the members expect. Banks and investors often ask to see it.

This template is written for two members. It covers formation details, capital contributions and percentage interests, allocation of profits and losses, distributions, member-managed or manager-managed operation with a list of major decisions, duties and other activities, records and banking, transfer restrictions with a right of first offer, buying out a departing member, dissolution, limited liability and indemnity, and mediation before court.

Best for
Two-member LLCs, member-managed or manager-managed
Signed by
Both members
Covers
Capital, profits, management, transfers, exit, dissolution
Length
About 3 pages, initialled on every page

When to Use a lLC operating agreement

  • Two friends forming an LLC for a new venture
  • A husband-and-wife or family business set up as an LLC
  • Converting an informal partnership into an LLC
  • Appointing a manager to run the LLC for two passive members
  • Meeting a bank's request for an operating agreement

What You Fill In

19 blanks, then the name and email of each person who signs: first member, second member.

1 The company

  • Effective date*
  • LLC name*
  • State or jurisdiction of formation*
  • Date the LLC was formed
  • Business purpose*
  • Principal office

2 The members

  • First member*
  • First member's capital contribution*
  • First member's percentage interest*
  • Second member*
  • Second member's capital contribution*
  • Second member's percentage interest*

3 Management

  • Management* member-managed · manager-managed
  • Manager (manager-managed only)
  • Decisions needing both members*

4 Money

  • Distributions of available cash* at least once a year, as the members decide · every quarter, after keeping reasonable reserves · only when the members unanimously decide
  • Tax treatment

5 Leaving

  • Days the other member has to buy an interest offered for sale*
  • Governing law*

6 Who signs

  • First member signature and date, initials on every page
  • Second member signature and date, initials on every page

What the lLC operating agreement Covers

  1. The Company
  2. Capital and percentage interests
  3. Profits, losses and distributions
  4. Management
  5. Duties and other activities
  6. Records and banking
  7. Transfers
  8. Leaving
  9. Dissolution
  10. Liability and indemnity
  11. General

Using the lLC operating agreement, step by step

1 Enter the LLC's details

Name the LLC, where and when it was formed, its purpose and principal office.

2 Record each member's stake

Describe what each member contributed and their percentage interest. Contributions can be cash, property or both.

3 Choose management and major decisions

Pick member-managed or manager-managed, name any manager, and edit the list of decisions that need both members.

4 Set money and exit rules, then sign

Choose when cash is distributed, record the intended tax treatment, set the first-offer period and governing law, and send to both members.

Tips Before You Send It

  • Some states require or strongly expect an operating agreement; keep a signed copy with your formation documents.
  • Members are often taxed on their share of profits even when nothing is distributed. Plan distributions with an accountant.
  • If one member contributes property, record an agreed value for it.
  • Single-member LLCs need a different, simpler agreement.

Sign It Online In Minutes

  1. Fill in the blanks. Names, dates and amounts go straight into the agreement — the preview shows exactly where.
  2. Name who signs. Tick “This is me” for your own part. VergeHR builds the PDF with every signature, date and initials box on the right line, and you can check or move anything before sending.
  3. Send it. Each signer gets a secure link and signs from any device — no account needed. The signed PDF, with an audit trail and a Certificate of Completion, is filed in Files and emailed to everyone.
Use the lLC operating agreement Template — It’s Free

LLC operating agreement: frequently asked questions

Is an LLC operating agreement required?

Requirements vary by state or jurisdiction. Even where it is optional, it is strongly recommended, and banks often ask for one.

What is the difference between member-managed and manager-managed?

In a member-managed LLC the members run the business themselves. In a manager-managed LLC a named manager runs it day to day, and members vote only on major matters.

Do we file this with the state?

Usually not. The operating agreement is an internal document; you file articles of organization or a certificate of formation separately.

Can we use this outside the US?

LLCs are mainly a US form. Elsewhere, a company with a shareholders' agreement or a partnership agreement is usually the closer fit.

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