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Answer a dozen questions about your LLC. You get a complete operating agreement, single or multi member, with the clauses that change between Wyoming, Delaware, New Mexico, Florida and Nevada already drafted for your state.
Nothing you type leaves this page. The agreement is assembled by your own browser. We don't store, send or see your answers, and there's no sign-up.
Every answer rewrites the document on the right. Fields you filled are highlighted in the draft so you can read them back before you download.
The state rarely asks for it. Almost everyone else does.
Short answer: state law makes it optional in four of these five states, but the first US bank or payment platform you apply to will usually ask for a signed copy.
Forming the LLC means filing articles of organization. The operating agreement is a different document: the contract between the owners and the company. You never send it to the Secretary of State. You sign it, keep it, and hand it over when someone needs proof of who owns and controls the business.
What the Acts say is more varied than most templates admit. Delaware accepts an agreement that is "written, oral or implied" and binds members even if they never sign it (6 Del. C. § 18-101(9)). Florida says the same and adds that a sole member can have one (Fla. Stat. § 605.0102). Nevada says an LLC "may, but is not required to" adopt one (NRS 86.286). Wyoming accepts an oral, implied or recorded agreement, including one made by a sole member (W.S. 17-29-102). New Mexico is the outlier: its Act defines an operating agreement as a written agreement, amended in writing (NMSA 1978 § 53-19-2), so an informal understanding counts for nothing there.
states on this page file or publish your operating agreement. It stays private, which is also why banks ask to see it: it is the one place the full ownership is written down.
There's a second reason that has nothing to do with paperwork. When the agreement is silent, the Act fills the gap with its own default rules, and those defaults were written for nobody in particular. In Wyoming, for example, distributions before dissolution are split in equal shares unless an agreement says otherwise (W.S. 17-29-404). Two founders who own 80% and 20% and never signed anything could find the law treats them as 50/50 on payouts. The table in chapter 3 shows those defaults for every state.
Same document name, different jobs.
Rule of thumb: a single-member agreement protects the owner from the company's creditors and plans for the owner's absence. A multi-member agreement protects the owners from each other.
| Topic | Single member | Multi member |
|---|---|---|
| Default US tax treatment | Disregarded entity: the LLC's income is the owner's. A foreign owner's LLC still files Form 5472 with a pro forma Form 1120 each year. | Partnership: Form 1065 and a Schedule K-1 per member. Foreign partners can bring withholding on US business income. |
| Which W form payers get | The owner's own W-8BEN (or W-8BEN-E if the owner is a company), never a W-9 from the LLC. | A W-9 from the LLC with its own EIN, because a US partnership is a US person. |
| Clauses that matter most | Authority to act alone, separation of money, successor on death or incapacity, charging order. | Percentages, voting thresholds, profit split, tax distributions, transfers, buyouts, deadlock, dissolution vote. |
| When it breaks | The day you add a partner. Replace it with a multi-member agreement; don't patch it. | When percentages change without an amendment, or a member leaves and nothing says what they're paid. |
Say Amira in Morocco and Tom in Canada form a Wyoming LLC. Amira puts in US$6,000, Tom US$4,000, and they agree on 60/40. With no agreement, Wyoming splits distributions equally. With one that says "by percentage", US$20,000 of profit pays out as US$12,000 and US$8,000. If they choose "by capital" instead, the split follows contributions, which happens to be 60/40 today but moves if Tom later puts in another US$5,000 (then 6,000 / 9,000, or 40/60).
The generator above writes either version. Pick the one that matches what you'd say to each other if a big payment came in tomorrow.
If you plan to bring in a second owner within a year, it is still worth signing the single-member version now. Banks open accounts on what is true today, and the amendment that admits a new member is cleaner when there is a signed original to amend.
Twelve clauses, and what the law does if you skip each one.
Write down anything where the state default would surprise you. That's the whole point of the document.
Each cell is the rule that applies when the operating agreement says nothing, quoted from the state's own Act. Shaded cells are the ones that most often catch owners out.
| Rule | Wyoming | Delaware | New Mexico | Florida | Nevada |
|---|---|---|---|---|---|
| Agreement form | Oral, implied or in a record, sole member includedW.S. 17-29-102 | Written, oral or implied§ 18-101(9) | Written only§ 53-19-2 | Oral, implied or in a record§ 605.0102(45) | OptionalNRS 86.286 |
| Who manages | Members, unless articles or agreement say managersW.S. 17-29-407 | Members, by profit share; over 50% controls§ 18-402 | Members, unless the articles say managers§ 53-19-15 | Members, unless "manager-managed" is stated§ 605.0407 | Articles name managers or membersNRS 86.161 |
| Distributions split | Equal sharesW.S. 17-29-404 | By agreed value of contributions§ 18-504 | By value of contributions§ 53-19-23 | By agreed value of contributions§ 605.0404 | Set by the agreement or the Act |
| Profits and losses | Set by the agreement or the Act | By agreed value of contributions§ 18-503 | By capital contributed, less withdrawals§ 53-19-22 | By agreed value of contributions§ 605.0404(5) | Set by the agreement or the Act |
| Vote to dissolve | All membersW.S. 17-29-701 | Over two thirds of profit interests§ 18-801 | Majority of voting power, in writing§ 53-19-39 | All members§ 605.0701 | Set by the agreement or the Act |
| Personal creditor of a member | Charging order only, sole member includedW.S. 17-29-503(g) | Charging order only§ 18-703(d) | Charging order; no "exclusive" wording§ 53-19-35 | Exclusive, except a court can order foreclosure on a single-member LLC§ 605.0503(4) | Charging order only, one member or moreNRS 86.401 |
| Buyer of an interest | Payouts only, no managementW.S. 17-29-502 | No management without all members' consent§ 18-702 | Payouts only until admitted§ 53-19-32 | Payouts only, no management§ 605.0502 | Set by the agreement or the Act |
Heirson, "LLC operating agreement: state default rules", heirson.com/llc-operating-agreement/, November 2026.Delaware lets an agreement expand, restrict or even eliminate members' and managers' duties, but never the implied covenant of good faith and fair dealing (§ 18-1101(c)). The generator keeps duties at the standard of good faith and fair dealing and doesn't waive them. If an investor asks you to narrow them, that's the moment for a lawyer.
What changes when the members live outside the US.
Nothing in these five Acts requires a US resident member or manager. What changes is the paperwork around the agreement: the EIN, the W-8 form, and what the bank checks it against.
Choose the country you live in and the notes below adjust.
The IRS issues the EIN to the LLC and records one "responsible party", usually the owner or manager. Without an SSN you apply by fax, mail or the international phone line. The agreement should name the same person as the one who controls the company, so the two records tell one story. Our EIN without an SSN guide walks through the SS-4.
For a single-member LLC owned by a non-US individual, US payers want the owner's W-8BEN, not a W-9 from the LLC, even though the LLC has an EIN. If the owner is a foreign company, it's the company's W-8BEN-E. The generated agreement includes a clause committing each member to give payers the right form. Use our W-8BEN helper to fill yours, or the W-8BEN-E guide for a company owner.
A bank reads the agreement next to your passport, the articles and the EIN letter. The names must match character for character, the percentages must add up to 100, and the signer on the account must be someone the agreement authorises. The banking clause you choose above is the one they will look for. More in our US bank account guide.
A foreign-owned single-member LLC is disregarded for income tax but still has to file Form 5472 with a pro forma Form 1120, and keep records of transactions with its owner. The agreement's records clause tells the company to keep them. See the Form 5472 guide. If you need a personal US tax number for a treaty claim, read when you need an ITIN.
Two smaller points the generator handles for non-US members: notices by email (post to another continent is slow and easy to dispute), and an English-language clause, so a translation made for your home bank or tax office never competes with the signed original.
Where each state's operating agreement differs.
Formed somewhere else? Pick "Other state" in the generator. The draft keeps every clause but refers to "the Act" in general terms, so match each section to that state's statute before signing. Not sure which state fits? Compare them in the US LLC guide or Wyoming vs Delaware.
Not legal advice. This page and the generated agreement are a general template from Heirson, a company formation service, not a law firm. Statute references are to the Acts as published by each state in November 2026. Updated 13 November 2026.
Rather not draft it yourself?
We file the articles, act as registered agent, apply for the EIN and draft your operating agreement from your order answers, ready to sign. A Wyoming LLC is US$181.40 for year one, all government fees included.