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Single-Member LLC Operating Agreement

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SINGLE-MEMBER LLC OPERATING AGREEMENT

This Single-Member Limited Liability Company Operating Agreement (the "Agreement") is entered into as of by and between Company Name: , a limited liability company formed under the laws of the State of Formation: (the "Company"), and Member Name: (the "Member").

RECITALS

WHEREAS, the Member caused the formation of the Company by filing articles of organization in the State of Formation: on ; and

WHEREAS, the Member desires to set forth the terms governing the business and affairs of the Company and the rights and obligations of the Member; and

WHEREAS, the Member is the sole owner of the membership interests of the Company and intends that the Company operate as a single-member limited liability company pursuant to applicable law.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

1. DEFINITIONS

1.1 "Act" means the applicable Limited Liability Company Act of the State of Formation as amended from time to time. "Articles" means the Articles of Organization of the Company filed with the Secretary of State. "Capital Account" means the account maintained for the Member in accordance with Section 4 herein.

2. FORMATION

2.1 Formation. The Member acknowledges that the Company was formed pursuant to the Act and that the Articles remain in effect. The principal office of the Company is located at:

2.2 Registered Agent. The initial registered agent and office for service of process are as set forth in the Articles. The Member may change the registered agent or office by filing the appropriate documents and notifying the Company in writing.

3. PURPOSE

The purpose of the Company is to engage in any lawful business permitted under the Act and to take all actions necessary or convenient to accomplish that purpose.

4. TERM; FISCAL YEAR

4.1 Term. The Company shall continue until dissolved in accordance with this Agreement or the Act.

5. CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNT

5.1 Initial Contribution. The Member has contributed to the capital of the Company the property and/or cash described below and the Company acknowledges receipt thereof.

5.2 Capital Account. A Capital Account for the Member shall be maintained in accordance with the rules set forth in Treasury Regulations and applicable provisions of the Act. The Member shall not be required to make any additional capital contributions except as set forth in a writing signed by the Member.

6. ALLOCATIONS AND DISTRIBUTIONS

6.1 Allocations of Profits and Losses. All items of profit and loss shall be allocated to the Member. For federal and state tax purposes, the Member's allocations shall be made in accordance with applicable Treasury Regulations and other authorities.

6.2 Distributions. Distributions of available cash shall be made to the Member at such times and in such amounts as the Member determines in the Member's sole discretion; provided that no distribution shall be made if it would render the Company insolvent or violate the Act.

7. MANAGEMENT; AUTHORITY

7.1 Management. The Company shall be:

7.2 Authority of Member. Except as otherwise provided in this Agreement, the Member has full authority to manage and control the business and affairs of the Company, to make all decisions regarding those businesses and affairs, and to perform any and all acts or activities customary or incident to those business and affairs.

7.3 Signing Authority. All instruments and documents obligating the Company shall be executed on behalf of the Company by the Member or by any person or persons designated in writing by the Member.

8. BANKING; RECORDS

8.1 Bank Accounts. Company funds shall be deposited in such bank or banks as the Member designates. Withdrawals shall be made upon the signature of the Member or an authorized agent.

8.2 Records and Accounting. The Company shall keep complete and accurate books and records of account and shall maintain minutes of actions of the Member. The fiscal year of the Company is set forth above.

9. TAX MATTERS

9.1 Tax Classification. For federal and applicable state tax purposes, the Company shall be treated as: Disregarded Entity Partnership Corporation

9.2 Tax Matters Partner. The Member shall have authority to act as tax matters partner, to make elections under applicable provisions of the Internal Revenue Code and similar state provisions, and to take any actions necessary to prepare and file tax returns for the Company.

10. TRANSFERS; SUBSTITUTION; ADMISSION

10.1 Transfer Restrictions. The Member may not transfer all or any portion of the Member's membership interest except in compliance with the Act and upon prior written consent of the Member, which consent for purposes of this single-member Company may be given by the Member.

10.2 Admission of Additional Members. No person or entity shall be admitted as an additional member except upon the written consent of the Member and upon complying with any conditions the Member may impose.

11. DISSOLUTION; WINDING UP

11.1 Events of Dissolution. The Company shall be dissolved upon the occurrence of any event requiring dissolution under the Act, the written election of the Member to dissolve the Company, or as otherwise provided by law.

11.2 Winding Up. Upon dissolution, the Member shall wind up the Company's affairs, liquidate assets, and distribute proceeds in the order required by the Act: (a) to creditors, including Member creditors, to the extent permitted by law; (b) to establish reserves the Member deems reasonable; (c) to the Member in accordance with the Member's Capital Account after giving effect to all allocations for the year of dissolution.

12. INDEMNIFICATION

To the fullest extent permitted by law, the Company shall indemnify and hold harmless the Member, managers, and their agents against any and all claims, liabilities, losses, damages, and expenses (including attorneys' fees) arising out of the conduct of the Company's business, except for losses resulting from fraud, willful misconduct or gross negligence.

13. NOTICES

All notices, requests, demands and other communications under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be effective upon receipt.

14. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by the Member. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party; any waiver shall be limited to the specific instance and shall not constitute a continuing waiver.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Formation without regard to principles of conflicts of law.

15.2 Entire Agreement. This Agreement, together with the Articles and any written amendments, constitutes the entire agreement among the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, written or oral, relating to the subject matter.

15.3 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable in any jurisdiction, the remaining provisions shall remain in full force and effect and such invalid provision shall be reformed to the extent necessary to make it enforceable while preserving the parties' intent.

16. MISCELLANEOUS

16.1 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

16.2 Headings. Headings are for convenience only and shall not affect interpretation.

CERTIFICATIONS

The Member certifies that the representations and warranties set forth in the Articles and any initial organization documents are true and complete as of the Effective Date and that the Member has full authority to enter into this Agreement.

Member:

By:

Date:

Company (as Authorized):

By:

Date:

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What a Single-Member LLC Operating Agreement Is

A Single-Member LLC Operating Agreement is an internal legal document that records the ownership, management, and financial arrangements of a limited liability company owned by one person or entity. It sets out the member’s capital contributions, allocation of profits and losses, management structure, limitations on authority, transfer restrictions, and procedures for admitting successors or winding up. Although most states do not require filing this agreement with the Secretary of State, maintaining a written operating agreement helps establish separate company identity, clarify tax classification, and document expectations for third parties such as banks and courts.

Why a Written Operating Agreement Matters

A written Single-Member LLC Operating Agreement documents ownership and governance, supports limited liability protection, and clarifies tax and banking relationships. It creates predictable rules for operations, succession, and dispute resolution while aiding credibility with lenders and service providers.

Why a Written Operating Agreement Matters

Who Typically Uses This Operating Agreement

Single-member business owners, service providers, and small holding companies commonly prepare this agreement to document governance and financial terms.

  • Sole proprietors converting to LLCs who want liability separation and clearer tax treatment.
  • Real estate investors holding property through a single-member LLC for asset protection.
  • Freelancers and consultants who need bank accounts, vendor contracts, or investor clarity.

Completing the agreement at formation — or updating it after major changes — reduces legal uncertainty and supports compliance with banking and tax requirements.

Essential Sections to Include

A professional Single-Member LLC Operating Agreement should cover governance, capital, distributions, member powers, transfers, and termination to avoid default statutory rules.

Identification

Legal LLC name, formation state, and principal office address to identify the entity in contracts and bank relationships.

Member Details

Full legal name and contact details of the sole member and any manager, plus initial capital contribution and ownership percentage.

Management

Specify whether the LLC is member-managed or manager-managed and define authority, decision-making, and day-to-day responsibilities.

Allocations & Distributions

Describe how profits, losses, and distributions are calculated and the timing and priority of distributions to the member.

Transfer Restrictions

Limits on transfers, rights of first refusal, and procedures for admitting successors or assigning interests.

Dissolution

Events triggering dissolution, winding-up procedures, creditor priorities, and final accounting requirements.

Step-by-Step: Completing the Agreement

Follow a clear sequence to create and finalize the Single-Member LLC Operating Agreement without common errors.

  • 01
    Draft: Populate entity and member fields, capital, and management provisions.
  • 02
    Review: Confirm tax and banking names match official filings and IDs.
  • 03
    Sign: Sign and date the signature block and add witness or notarization if desired.
  • 04
    Distribute: Provide a signed copy to the member, the company records, and the bank as needed.

How to Customize and Complete the Form Online

Configure the digital workflow to collect signatures, attachments, and conditional fields for a consistent, auditable process.

Field Configuration
Upload Document Accept PDF, DOCX, or HTML; preserve original pagination.
Signature Fields Place signature, date, and initial fields where required.
Conditional Clauses Use conditional fields for optional manager provisions or tax elections.
Authentication Require email or SMS verification to attribute the electronic signature.

Digital Signing and Technical Requirements

Choose an eSignature platform that supports required file types, authentication, and audit trails for legal enforceability.

  • File Formats: PDF, Word DOCX, and HTML supported for upload and certified delivery.
  • Integrations: Connects to Google Workspace, Microsoft 365, NetSuite, Salesforce, Box, and Procore.
  • Authentication: Supports email, SMS, advanced signer authentication, and audit trails.

Where to Send or Store the Final Agreement

Route the completed agreement to the member, the company records, the bank, and outside advisors to ensure accessibility and legal readiness.

  • Company Records: Store the signed original in the LLC minute book or secure digital repository.
  • Bank: Provide a signed copy to banks when opening or maintaining business accounts.
  • Tax Advisor: Share with your CPA to confirm tax classification and reporting setup.
  • Legal Counsel: Send a copy to counsel for review or for future amendments.

Required Information to Complete

LLC Name: Legal entity name
Formation State: State of organization
Member Identity: Full legal name
Tax ID: EIN or SSN as applicable
Capital Stated: Contribution amount
Effective Date: MM/DD/YYYY

Timing: When to Prepare and Sign

Key timing checkpoints ensure the agreement serves its protective and operational purposes.

At Formation:

Prepare and sign at or immediately after Articles of Organization are filed.

Before Banking:

Provide a signed copy when opening a business bank account to meet bank requirements.

After Capital Changes:

Amend promptly after new contributions or changes in ownership.

Before Major Contracts:

Confirm governance terms before entering material leases or loans.

Annual Review:

Review the agreement annually or when tax classification changes occur.

Common Preparation Mistakes to Avoid

  • Using informal language that leaves vesting, authority, or distribution mechanics undefined and open to dispute.
  • Failing to match the LLC name or member name to Articles of Organization and tax records, causing bank or tax delays.
  • Omitting capital contribution details or using vague valuation terms that complicate future ownership disputes.
  • Neglecting to set a governing law or dispute resolution clause, which can increase litigation costs in multi-jurisdictional matters.

Risks and Consequences of an Incomplete Agreement

Liability Exposure: Possible piercing of corporate veil
Tax Issues: Misclassification or audit risk
Banking Problems: Account access denials
Contract Disputes: Unclear authority invites litigation
Default Rules: State statutes fill gaps
Transfer Uncertainty: Difficulties admitting successors

eSignature Vendor Comparison for Executing Agreements

Basic vendor pricing and capability differences relevant for signing and distributing operating agreements; signNow is listed first in accordance with comparison guidance.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Real-World Examples of Use

These examples show how single-member operators use digital signing for speed, compliance, and recordkeeping.

Tim Martin — Martin Properties

I can process and execute all of these documents online with 100% compliance and built-in security.

  • This enabled remote closings and quicker tenant onboarding for properties.
  • Whether on mobile or working offline, the process returned signed operating agreements and ancillary documents efficiently to all necessary parties.

Brian Fitzgibbons — Optica Ventures LLC

The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers.

  • We centralized agreement signing for single-member holdings and funding documents.
  • The streamlined workflow reduced back-and-forth and produced consistent, auditable records for investor and lender review.

Frequently Asked Questions

Answers to common questions about drafting, executing, and storing Single-Member LLC Operating Agreements.


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