District of Columbia · Operating agreement
District of Columbia LLC operating agreement
What DC's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my DC operating agreementWhat District of Columbia’s LLC act says
DC law uses the term operating agreement. It means the agreement of all the members, including a sole member, about the matters listed in 29-801.07. 4
DC law counts an operating agreement whether it is oral, in a record, implied, or any mix of these, and it covers a sole member too. 4
What DC’s act does not let an agreement change:
- Cannot eliminate the duty of loyalty or duty of care 1
- Cannot vary the company's capacity to sue and be sued 1
- Cannot vary the rules on registered agents 1
One-member company. DC law's definition of an operating agreement expressly includes the agreement of a sole member. 4
Not confirmed for District of Columbia from an official source: whether a District of Columbia agreement is filed with the state.
What happens with no agreement
In the District of Columbia an LLC is member-managed unless its operating agreement says it is manager-managed or uses words of similar meaning. 2
Under DC law, distributions made before dissolution go to members in equal shares, with limited exceptions for transfers and charging orders. 3
What the template covers in District of Columbia
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
DC’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form a District of Columbia LLC
You form a District of Columbia LLC by filing with District of Columbia’s Corporations Division.
The District of Columbia biennial report is due every two years, by April 1. 5
DC uses "registered agent." Every domestic filing entity, including an LLC, and every registered foreign entity must designate and maintain a registered agent in the District (D.C. Code §29-104.02). 6
Search the District of Columbia business records at the Corporations Division before you file: District of Columbia entity search.
The operating agreement for a District of Columbia LLC is separate from the District of Columbia formation filing.
Common questions
Is an operating agreement required for an LLC in District of Columbia?
DC law does not tell an LLC to adopt an operating agreement. Where the agreement does not cover a matter, the chapter's own rules govern it. 1
Is there a District of Columbia LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member District of Columbia LLC have an operating agreement?
DC law's definition of an operating agreement expressly includes the agreement of a sole member. 4
Does a District of Columbia operating agreement need to be notarized?
None of the District of Columbia rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a District of Columbia operating agreement, and is it filed?
We could not confirm from an official District of Columbia source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with District of Columbia’s Corporations Division. 7
Also in District of Columbia
Sources 7 links, checked Sep 18, 2026 to Nov 13, 2026
- District of Columbia LLC act, section 29-801.07 code.dccouncil.gov, checked Nov 13, 2026
To the extent the operating agreement does not otherwise provide for a matter described in subsection (a) of this section, this chapter shall govern the matter.
- District of Columbia LLC act, section 29-804.07 code.dccouncil.gov, checked Nov 13, 2026
A limited liability company shall be a member-managed limited liability company unless the operating agreement …
- District of Columbia LLC act, section 29-804.04 code.dccouncil.gov, checked Nov 13, 2026
Any distributions made by a limited liability company before its dissolution and winding up shall be in equal shares among members and dissociated members
- District of Columbia LLC act, section 29-801.02 code.dccouncil.gov, checked Nov 13, 2026
‘Operating agreement’ means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member
- DC biennial report code.dccouncil.gov, checked Oct 4, 2026
- District of Columbia LLC act, section 29-104.02 code.dccouncil.gov, checked Sep 18, 2026
- Official state fee schedule for LLC filings dlcp.dc.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains DC’s rules. It is not legal or tax advice.
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