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LLC Operating Agreement for Your Members
Say who owns the company, who put in what and who runs it, and get an operating agreement built around your deal, with open decisions marked.
River writes an LLC operating agreement around how your company will actually work: who owns what, who put in money or work, who makes which decisions, how profits are paid out, and what happens when an owner wants to leave. Describe the business in a few sentences and River drafts the full agreement for your state, for one owner or several, run by the members or by managers. Every decision you still need to make together is marked clearly, rather than filled with a guess.
An operating agreement matters most where your state's default rules are a poor fit. Without one, the state's LLC law decides. Delaware's default, for example, splits profits and distributions by the recorded value of each member's contributions, while many states default to equal shares regardless of who invested more. Neither handles a silent investor who should be repaid first, or an owner paid for running the business every day. River writes your actual deal instead of either default.
This is for co-owners starting a small business, single-owner LLCs that want the company's separateness on paper, and anyone replacing a template nobody read. Some states require one: New York's LLC law says members shall adopt a written operating agreement, within 90 days of filing. Once it is signed, the minute book checklist keeps your records in order and the entity management register tracks filings. If the split is still unsettled, the founder equity split template helps first. When you hire a key employee, the employment agreement writer drafts that contract.
Four decisions an operating agreement should settle
Money comes first. Record each member's contribution, whether cash, property or work, and what it is worth. Then decide how profits and losses are allocated and when cash is actually paid out, because those are two separate questions. An LLC with two or more members is taxed as a partnership by default, so members owe tax on their share of profit even when nothing is paid out. A tax distribution clause pays at least enough to cover that bill.
Next, decide who decides. In a member-managed LLC every member can usually act for the company, while in a manager-managed LLC only the managers can. Either way, list the decisions that need more than one vote, such as borrowing above a set amount, admitting a new member, selling the business or changing the agreement. Delaware goes as far as letting the agreement restrict or eliminate the members' and managers' duties, though never the duty of good faith and fair dealing.
Last, plan the exits while everyone is still friendly. Say what happens when a member wants out, stops working in the business, divorces, becomes disabled or dies: who may buy the interest, how the price is set, and how it is paid over time. Add whether members may transfer their interests at all, and how the company winds up if it closes. These are the clauses owners skip, and they decide whether a disagreement ends the business or just changes who owns it.
How it works
Describe your LLC
The owners, what each put in, who runs it, and the state where it was formed.
River drafts the agreement
A full operating agreement built on your deal, with your state's rules applied where needed.
Settle open decisions
A short list of choices made for you and decisions the owners still need to agree.
Refine in chat
Ask to add a new member, change the buyout terms, or write the consent adopting it.
What you get
- A full operating agreement for one owner or several, member-managed or manager-managed, for your state
- Contributions, ownership percentages and any repayment of invested money recorded exactly as you agreed
- Profit allocation, cash distributions and a tax distribution clause written as separate decisions
- A list of major decisions that need more than one vote, sized to your business
- Buyout terms for an owner who leaves, dies or stops working, with a price method and payment plan
- Every open decision marked for the owners to settle together, never filled with a guess
Common questions
Does a single-member LLC need an operating agreement?
Often it is not required, but it is worth having. It shows the company is separate from you, which matters if anyone ever tries to reach your personal assets for a company debt. Banks often ask for one when you open an account, and it says what happens to the business if you die or become unable to run it.
What is the difference between member-managed and manager-managed?
In a member-managed LLC the owners run the business and each can usually sign for it. In a manager-managed LLC the owners appoint one or more managers to run it, and owners who are not managers vote only on major decisions. Manager-managed suits a company with silent investors. Your state filing may need to match the choice.
How should we split profits if we put in different amounts?
However you agree, as long as the agreement says it clearly. A common approach for an investor and an operator is to return invested money first, pay the operator a set salary as an expense, and split what remains by ownership. River writes the order of payments step by step, so nobody reads it differently later.
What happens if one owner wants out?
Without an agreement, state law decides, and it may not give the leaving owner any right to be bought out. River writes a buyout covering who has the first right to buy, how the price is set, such as an agreed formula or an independent appraisal, and how it is paid over time. That way a departure does not force the business to close.
Do I file the operating agreement with the state?
Usually not. Most states only need the formation document you already filed, and the operating agreement stays in your company records. Keep the signed copy with your formation documents and any later amendments. Check your state's rules on whether the filing must name the managers or members, and keep the two consistent.
Is this legal advice?
No. River drafts the agreement from what you describe, applies your state's rules where it can confirm them, and marks open decisions, but it does not give legal or tax advice. Have a lawyer and an accountant review it if owners contribute property, someone receives an ownership share for work, or you expect outside investors.
Sources
Built by
Chandler Supple
Co-founder & CEO, River
Chandler has spent the last six years working in AI, building tools for millions of users and Fortune 100 companies. In 2025, he co-founded River to build a new kind of operating system for AI agents.
LLC Operating Agreement for Your Members
Describe what you need, add any files you have, and your workspace opens with the work already underway.