This Single Member LLC Operating Agreement governs the management and affairs of
a single member LLC. It sets out the manner in which the company will be managed
and the financial affairs of the company. The single member LLC operating agreement
distinguishes the company from a sole proprietorship. The operating agreement can be
used to prove in court that the LLC structure is separate from that of the individual
owner. This document can be customized to fit the needs of any party seeking to
establish a single member LLC.
SINGLE MEMBER LLC OPERATING AGREEMENT
A. This Limited Liability Company Agreement (the “Agreement”) is made this _____
day of ___________, _______.
B. The sole party to this Agreement, ________________ (the "Member") is executing
this Agreement for the sole purpose of forming a limited liability company under the Limited
Liability Company Act of the State of _________________________ (the “Act”).
1.00 THE COMPANY
1.01 The name of the Company is ____________________ and it was formed on the ____ day
of _______________, _____ under the Act. The rights and liability of the Member with respect
to the management and affairs of the Company and the conduct of the business of the Company
shall be governed by the said Act, except as otherwise provided for herein.
1.02 The registered head office address of the Company shall be _____________________,
until such time as it is changed by the Member and the required forms filed with the Secretary of
State of the State of _______________ notifying it of such change of registered head office
1.03 The Company was formed for the purpose of engaging in any lawful business that is
permitted under the said Act.
1.04 The Member shall from time to time execute, file and publish any applications,
certificates or other such documents as may be necessary to comply with the requirements of the
laws of the applicable jurisdiction for the formation and operation of a limited liability company
in such jurisdictions as the Company intends to carry on its business.
1.05 Any and all assets of the Company will be held in the name of the Company and the
Member will not have any right or interest in and to the assets of the Company.
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2.01 The Member shall make such capital contributions to the Company by way of cash or
real property as the Member deems necessary and appropriate. The initial capital contribution to
be made by the Member shall be ________________________________.
2.02 The Member shall make any such other capital contributions at any time to the Company
as the Member deems necessary and appropriate.
2.03 No interest will be paid on any capital contributions made by the Member.
2.04 Except as provided under the laws of the applicable jurisdiction, any and all debts,
liabilities and obligations of the Company shall be solely those of the Company and the Member
nor an officer of the Company shall be held personally liable for such debts, liabilities and
obligations of the Company.
2.05 The Member shall open a capital account for any and all capital contributions made by
the Member to the Company.
3.01 The sole Member of the Company is _________________, whose address of
3.02 The Member will cease to be a Member of the Company in the event of any of the
(a) the death or incapacity of the Member;
(b) the Member filing for bankruptcy; or
(c) upon assignment by the Member of his/her Membership interest in the Company.
3.03 In the event there is more than one Member of the Company upon the occurrence of any
of the events contained in Article 3.02 hereof, the person who is the holder of the Member’s
interest immediately after any of the events in Article 3.02 will become a Member with the
consent of the other Members of the Company if applicable.
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3.04 Except for the holder of a Member's interest who becomes a Member under the
provisions of the section of this Agreement relating to termination of Member's interest,
additional Members of the Company may be admitted only by written agreement of the Member
and the additional Members.
4.00 ADMITTANCE OF MEMBERS
4.01 Membership in the Company shall be available to those persons who are interested in
furthering the objectives of the Company and whose application for admission as a Member has
received the approval of the other Members of the Company if applicable. The Member may
also pass Membership rules, provid