Which States Require an LLC Operating Agreement?

What Is an LLC Operating Agreement?

An LLC Operating Agreement is the document wherein a Limited Liability Company memorializes its rules and structure. It’s perhaps the most important document an LLC creates, as it creates the unique roles and framework of a business. Regardless of your business’ goals, you should consider an LLC operating agreement.

Which States Require an LLC Operating Agreement?

Most states don’t require an operating agreement to form an LLC, there are a few that do:

California

California LLCs are required to have an Operating Agreement. This agreement can be oral or written. If it’s written, the agreements -- and all amendments to it -- must be kept with the company’s records.

New York

Limited Liability Companies in New York must have a written Operating Agreement. This document should include provisions relating to the business of the LLC, the conduct of its affairs, and the rights, preferences, limitations, or responsibilities of its members.

Missouri

Similar to California, Missouri LLCs must create an Operating Agreement, but it can be written or oral. It should cover the conduct of the business, the affairs of the LLC, and the rights, powers, and duties of its members, managers, agents, or employees.

Maine

In Maine, an Operating Agreement must be entered into before, after, or during the time of filing for an LLC. This agreement can be written, oral, or even implied. In other words, it’s a fairly lenient law, but it is still a requirement in Maine. Put it in writing to avoid problems down the line.

Delaware

Similar to Maine, Delaware requires an Operating Agreement at some time before, during, or after filing LLC formation paperwork. This agreement can be implied, written, or oral.