Kentucky · Operating agreement
Kentucky LLC operating agreement
What Kentucky's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Kentucky operating agreementWhat Kentucky’s LLC act says
Kentucky's definitions section calls the document an operating agreement and describes it as an agreement among all of the members about the conduct of the company's business and affairs. 4
Kentucky defines an operating agreement as any agreement among all of the members, written or oral, about how the business is run. The act does not mention an implied agreement. 4
Kentucky lets the operating agreement set the standards for good faith and fair dealing, but the agreement cannot eliminate that obligation. 1
One-member company. Kentucky treats a writing by a sole member about the company's affairs as an operating agreement, even if that writing is not an agreement. 4
Not confirmed for Kentucky from an official source: whether a Kentucky agreement is filed with the state.
What happens with no agreement
In Kentucky, members manage the company unless the articles of organization put management in one or more managers. 2
If a written operating agreement does not say otherwise, Kentucky allocates profits and losses by the agreed value of each member's contributions that the company has received and not returned. 3
What the template covers in Kentucky
- 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.
Kentucky’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 Kentucky LLC
You form a Kentucky LLC by filing with Kentucky’s Secretary of State.
The Kentucky annual report is due June 30 every year. 5
Kentucky uses "registered agent" and "registered office." Every entity, including an LLC, must keep both in Kentucky at all times (KRS 14A.4-010). Kentucky has no separate commercial registered agent listing system. 6
Search the Kentucky business records at the Secretary of State before you file: Kentucky entity search.
The operating agreement for a Kentucky LLC is separate from the Kentucky formation filing.
Common questions
Is an operating agreement required for an LLC in Kentucky?
Kentucky's LLC act does not tell an LLC to adopt an operating agreement. Where the articles and the agreement say nothing, the Kentucky Limited Liability Company Act governs relations among the company, members and managers. 1
Is there a Kentucky LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Kentucky LLC have an operating agreement?
Kentucky treats a writing by a sole member about the company's affairs as an operating agreement, even if that writing is not an agreement. 4
Does a Kentucky operating agreement need to be notarized?
None of the Kentucky rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a Kentucky operating agreement, and is it filed?
We could not confirm from an official Kentucky source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with Kentucky’s Secretary of State. 7
Also in Kentucky
Sources 7 links, checked Sep 1, 2026 to Nov 13, 2026
- Kentucky LLC act, KRS 275.003 apps.legislature.ky.gov, checked Nov 13, 2026
To the extent the articles of organization and the operating agreement do not otherwise provide, the Kentucky Limited Liability Company Act shall govern relations among the limited liability company, the members, the managers, and the assignees.
- Kentucky LLC act, KRS 275.165 apps.legislature.ky.gov, checked Nov 13, 2026
Unless the articles of organization vest management of the limited liability company in a manager or managers, management of the business …
- Kentucky LLC act, KRS 275.205 apps.legislature.ky.gov, checked Nov 13, 2026
If a written operating agreement does not otherwise provide, profits and losses shall be allocated on the basis of the agreed value
- Kentucky LLC act, KRS 275.015 apps.legislature.ky.gov, checked Nov 13, 2026
‘Operating agreement’ means any agreement, written or oral, among all of the members, as to the conduct of the business and affairs of a
- Kentucky annual report sos.ky.gov, checked Sep 1, 2026
- Kentucky LLC act, registered agent rule apps.legislature.ky.gov, checked Sep 18, 2026
- Official state fee schedule for LLC filings sos.ky.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Kentucky’s rules. It is not legal or tax advice.
Ready to file? Start your Kentucky LLC.