Sample LLC operating agreement
- Member A distribution on this year's profit
- $60,000
- Total capital contributed
- $100,000
- Member A ownership, percent
- 50
Every figure on this page is computed from the inputs entered, by the method stated below it. LLC Lane publishes no clause text, no state fee, no tax rate and no vote rule: the thresholds and the set-asides are yours, and the defaults are a worked example to replace with your own figures.
A sample LLC operating agreement is what most owners search for before writing their own: an example of an operating agreement to work from. What they find is clause text with blanks in it. The blanks are the whole document: who contributed what, what share of the company that is, how profit is split, what a major decision needs, and what happens when a member leaves or a new one buys in. The prose around a sample explains what each clause decides; the numbers in the blanks are arithmetic on figures only the members know, and getting them wrong is how a two-thirds vote turns out to need a member who has already left. This guide walks the clauses a sample agreement carries and what each one records, and the free operating agreement worksheet on this site works the shares, the distributions and the vote with no account and no clause text.
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An LLC operating agreement example, clause by clause: formation and members
A sample opens with the company's name, state and purpose, then the members and their contributions. The contribution schedule is the clause the rest of the agreement reads from: cash, property at an agreed value, or services, per member, dated. The worksheet takes the contributions and returns the shares; the prose says what the schedule records and nothing about what your state requires it to say.
Ownership, profit and loss: the shares and how they split the money
Most samples tie ownership to contributions and split profit and loss by ownership, with a reserve the company keeps before anything is distributed. That is three numbers per member, and the worksheet works them: share from capital, distribution from profit, and the capital a decision needs. Whether your agreement should split differently is your call and your attorney's.
Management, voting and changes: who decides, by how much
The clauses on management say whether members or managers run the company, what needs a vote, and what share of ownership carries it; the clauses on changes say how a member leaves, how one joins and how the agreement is amended. Each is a threshold in the blanks, and the worksheets on this site turn a threshold into the capital and the members it takes. The paid plan keeps the agreement and every amendment against the company.
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Sample LLC operating agreement: common questions
What does a sample LLC operating agreement contain?
The company's name, state and purpose; the members and what each contributed; ownership shares and how profit and loss are split; how the company is managed and what a vote needs; how members leave and join; how the agreement is amended; and signatures. The clause text is the attorney's; the numbers in the blanks are the worksheet's, and this site publishes only the second.
What is a standard or simple LLC operating agreement example?
A simple LLC operating agreement example is the standard clause set with nothing added: members and contributions, shares, profit and loss after a reserve, management and voting, joining and leaving, amendment and signatures. On the worked example, three members contributing $50,000, $30,000 and $20,000 own 50%, 30% and 20%, and a 67% decision needs $67,000 of the $100,000 of capital. A standard sample limited liability company operating agreement is only as good as the numbers typed into its blanks, which the worksheet works from yours.
Can I use a sample operating agreement as my own?
A sample shows the shape; whether its clauses fit your state and your company is a question for your attorney, and this site does not answer it. What you can take from here is the arithmetic: the shares, the distributions and the vote worked from your figures, so the blanks are filled with numbers that agree with each other.
How to fill out an operating agreement: where do the numbers come from?
From the members. Fill in the contribution schedule first, because the shares, the profit split and the vote thresholds are all read from it, then work those numbers on the worksheet so the blanks agree with each other. Whether the clause text around them fits your state is a question for your attorney.
Is there a free operating agreement worksheet?
Yes. The operating agreement worksheet on this site is free and needs no account: three members' capital, the year's profit and your major-decision threshold in, the shares, the distributions and the capital that must vote yes out, printed as it stands. LLC Lane Pro keeps every company, member and agreement against the record.
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Keeping what you make
The worksheets are free forever. Pro turns them into the record: every company's members and their shares kept and dated, every agreement and amendment filed against it with its status, your name and logo on the paperwork, no watermark, and an export when the accountant or the bank asks.
- Download as PDF
- No LLC Lane watermark
- Save every worksheet and reopen it later
- Your company name and logo on the paperwork
- Export every agreement and worksheet in one go
- Signature-due and annual-review reminders emailed to your members
- Connect your own Stripe account and get paid online
- Connect your QuickBooks Online or Xero
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