LLC operating agreement by state

1. Alabama: is an operating agreement required alison.legislature.state.al.us, checked Nov 13, 2026
2. Alabama: default management alison.legislature.state.al.us, checked Nov 13, 2026
3. Alaska: is an operating agreement required akleg.gov, checked Nov 13, 2026
   The members of a limited liability company may adopt an operating agreement for the company and may amend and repeal the agreement.
4. Alaska: default management akleg.gov, checked Nov 13, 2026
   Except as otherwise provided in the company's articles of organization, the members of a limited liability company manage the affairs and make the decisions of the company.
5. Arizona: is an operating agreement required azleg.gov, checked Nov 13, 2026
   To the extent the operating agreement does not provide for a matter described in subsection A of this section, this chapter governs the matter.
6. Arizona: default management azleg.gov, checked Nov 13, 2026
   Management of a limited liability company is reserved to its members unless the articles of organization provide that the company is managed by one or more managers.
7. Arkansas: is an operating agreement required arkleg.state.ar.us, checked Nov 13, 2026
   To the extent the operating agreement does not provide for a
8. Arkansas: default management arkleg.state.ar.us, checked Nov 13, 2026
   A limited liability company is a member-managed limited liability
9. California: is an operating agreement required leginfo.legislature.ca.gov, checked Nov 13, 2026
   To the extent the operating agreement does not otherwise provide for a matter described in subdivision (a), this title governs the matter.
10. California: default management leginfo.legislature.ca.gov, checked Nov 13, 2026
    A limited liability company is a member-managed limited liability company unless the articles of organization contain the statement required by paragraph (5) of subdivision (b) of Section 17702.01.
11. Colorado: is an operating agreement required leg.colorado.gov, checked Nov 13, 2026
    To the extent the operating agreement does not otherwise provide, this article shall control.
12. Colorado: default management leg.colorado.gov, checked Nov 13, 2026
    decisions with respect to a limited liability company shall be made by a majority of the members or, if the limited liability company has one or more managers, by a majority of the managers.
13. Connecticut: is an operating agreement required cga.ct.gov, checked Nov 13, 2026
    To the extent the operating agreement does not provide for a matter described in subsection (a) of this section, the provisions of sections 34-243 to 34-283d
14. Connecticut: default management cga.ct.gov, checked Nov 13, 2026
    A limited liability company is a member-managed limited liability company unless the operating agreement
15. Delaware: is an operating agreement required delcode.delaware.gov, checked Nov 13, 2026
    Unless otherwise provided in a limited liability company agreement, the management of a limited liability company shall be vested in its members in proportion to the then current percentage or other interest of members in the profits
16. Delaware: default management delcode.delaware.gov, checked Nov 13, 2026
    the management of a limited liability company shall be vested in its members in proportion to the then current percentage or other interest of members in the profits of the limited liability company owned by all of the members, the decision of members owning more than 50 percent
17. District of Columbia: is an operating agreement required 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.
18. District of Columbia: default management code.dccouncil.gov, checked Nov 13, 2026
    A limited liability company shall be a member-managed limited liability company unless the operating agreement …
19. Florida: is an operating agreement required leg.state.fl.us, checked Nov 13, 2026
    To the extent the operating agreement does not otherwise provide for a matter described in subsection (1), this chapter governs the matter.
20. Florida: default management leg.state.fl.us, checked Nov 13, 2026
    A limited liability company is a member-managed limited liability company unless the operating agreement or articles of organization …
21. Hawaii: is an operating agreement required capitol.hawaii.gov, checked Nov 13, 2026
    To the extent the operating agreement does not otherwise provide, this chapter governs relations among the members, managers, and company.
22. Hawaii: default management capitol.hawaii.gov, checked Nov 13, 2026
    ‘Manager-managed limited liability company’ means a limited liability company which is so designated in its articles of organization.
23. Idaho: is an operating agreement required legislature.idaho.gov, checked Nov 13, 2026
    To the extent the operating agreement does not provide for a matter described in subsection (a) of this section, this chapter governs the matter.
24. Idaho: default management legislature.idaho.gov, checked Nov 13, 2026
    A limited liability company is a member-managed limited liability company unless the operating agreement …
25. Illinois: is an operating agreement required ilga.gov, checked Nov 13, 2026
    To the extent the operating agreement does not otherwise provide, this Act governs relations among the members, managers, and company.
26. Illinois: default management ilga.gov, checked Nov 13, 2026
    A limited liability company is a member-managed limited liability company unless the operating agreement …
27. Indiana: is an operating agreement required iga.in.gov, checked Nov 13, 2026
    Members may enter into an operating agreement to regulate or establish any aspect of the affairs of the limited liability company or the relations of the members and managers
28. Indiana: default management iga.in.gov, checked Nov 13, 2026
    Unless the articles of organization provide for a manager or managers, management of the business or affairs of the limited liability company is vested in the members.
29. Iowa: is an operating agreement required legis.iowa.gov, checked Nov 13, 2026
    To the extent the operating agreement does not provide for a matter described in subsection 1, this chapter governs the matter.
30. Iowa: default management legis.iowa.gov, checked Nov 13, 2026
    A limited liability company is a member-managed limited liability company unless the operating agreement does any of the following
31. Kansas: is an operating agreement required ksrevisor.org, checked Nov 13, 2026
    ‘Operating agreement’ means any agreement, whether referred to as an operating agreement, limited liability company agreement or otherwise, written, oral, or implied, of the member or members as to the affairs of a limited liability company and the conduct of its business.
32. Kansas: default management ksrevisor.org, checked Nov 13, 2026
    Unless otherwise provided in an operating agreement, the management of a limited liability company shall be vested in its members in proportion to the then current percentage or other interest of members in the profits
33. Kentucky: is an operating agreement required 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.
34. Kentucky: default management 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 …
35. Louisiana: is an operating agreement required legis.la.gov, checked Nov 13, 2026
    To the extent the operating agreement does not so provide in writing, profits and losses shall be allocated equally among the members.
36. Louisiana: default management legis.la.gov, checked Nov 13, 2026
    Except as otherwise provided in the articles of organization, the business of the limited liability company shall be managed by the members
37. Maine: is an operating agreement required legislature.maine.gov, checked Nov 13, 2026
    To the extent the limited liability company agreement does not otherwise provide for a matter described in subsection 1 , this chapter governs the matter.
38. Maine: default management legislature.maine.gov, checked Nov 13, 2026
    The activities and affairs of a limited liability company are under the direction, and subject to the oversight, of its members.
39. Maryland: is an operating agreement required mgaleg.maryland.gov, checked Nov 13, 2026
    members may enter into an operating agreement not inconsistent with the articles of organization to regulate or establish any aspect of the affairs of the limited liability company
40. Maryland: default management mgaleg.maryland.gov, checked Nov 13, 2026
    Decisions concerning the affairs of the limited liability company shall require the consent of members holding at least a majority of the interests in profits
41. Massachusetts: is an operating agreement required malegislature.gov, checked Nov 13, 2026
    Unless otherwise provided in the operating agreement, the management of a limited liability company shall be vested in its members.
42. Massachusetts: default management malegislature.gov, checked Nov 13, 2026
    Unless otherwise provided in the operating agreement, the management of a limited liability company shall be vested in its members.
43. Michigan: is an operating agreement required legislature.mi.gov, checked Nov 13, 2026
    the business of the limited liability company shall be managed by the members, subject to any provision in an operating agreement restricting or enlarging the management rights and duties of any member
44. Michigan: default management legislature.mi.gov, checked Nov 13, 2026
    Unless the articles of organization state that the business of the limited liability company is to be managed by 1 or more managers, the business of the limited liability company shall be managed by the members
45. Minnesota: is an operating agreement required revisor.mn.gov, checked Nov 13, 2026
    To the extent the operating agreement does not otherwise provide for a matter described in subdivision 1, this chapter governs the matter.
46. Minnesota: default management revisor.mn.gov, checked Nov 13, 2026
    a limited liability company is a member-managed limited liability company unless the operating agreement …
47. Mississippi: is an operating agreement required billstatus.ls.state.ms.us, checked Nov 13, 2026
    subsection (1) of this section, this chapter governs the matter
48. Mississippi: default management billstatus.ls.state.ms.us, checked Nov 13, 2026
    The management of a limited liability company shall be vested in
49. Missouri: is an operating agreement required revisor.mo.gov, checked Nov 13, 2026
    The member or members of a limited liability company shall adopt an operating agreement containing such provisions as such member or members may deem appropriate
50. Missouri: default management revisor.mo.gov, checked Nov 13, 2026
    The articles of organization shall provide how management of the limited liability company will be vested and who shall have the right and authority to manage the affairs
51. Montana: is an operating agreement required leg.mt.gov, checked Nov 13, 2026
    To the extent that the operating agreement does not otherwise provide, this chapter governs relations among the members, managers, and company.
52. Montana: default management leg.mt.gov, checked Nov 13, 2026
    a member is an agent of the limited liability company for the purpose of its business or affairs and the act of a member
53. Nebraska: is an operating agreement required nebraskalegislature.gov, checked Nov 13, 2026
    To the extent the operating agreement does not otherwise provide for a matter, the Nebraska Uniform Limited Liability Company Act governs the matter.
54. Nebraska: default management nebraskalegislature.gov, checked Nov 13, 2026
    A limited liability company is a member-managed limited liability company unless the operating agreement: (1) expressly provides that: (A) the company is or will be manager-managed …
55. Nevada: is an operating agreement required leg.state.nv.us, checked Nov 13, 2026
    A limited-liability company may, but is not required to, adopt an operating agreement. An operating agreement may be adopted only by the unanimous vote or unanimous written consent of the members
56. Nevada: default management leg.state.nv.us, checked Nov 13, 2026
    management of a limited-liability company is vested in its members proportionally in interest thereof
57. New Hampshire: is an operating agreement required gencourt.state.nh.us, checked Nov 13, 2026
    Unless the operating agreement provides otherwise, a limited liability company shall be managed by its members.
58. New Hampshire: default management gencourt.state.nh.us, checked Nov 13, 2026
    Unless the operating agreement provides otherwise, a limited liability company shall be managed by its members.
59. New Jersey: is an operating agreement required pub.njleg.state.nj.us, 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 act governs the matter.
60. New Jersey: default management pub.njleg.state.nj.us, checked Nov 13, 2026
    A limited liability company is a member-managed limited liability company unless the operating agreement …
61. New Mexico: is an operating agreement required nmonesource.com, checked Nov 13, 2026
    If neither the articles of organization nor an operating agreement provide for allocation, such profits and losses shall be allocated among the members in proportion to the value of their respective contributions to capital
62. New Mexico: default management nmonesource.com, checked Nov 13, 2026
    Except to the extent the articles of organization vest management of the limited liability company in one or more managers, management of the business and affairs of the limited liability company shall be vested in the members
63. New York: is an operating agreement required nysenate.gov, checked Nov 13, 2026
    the members of a limited liability company shall adopt a written operating agreement that contains any provisions not inconsistent with law or its articles of organization
64. New York: default management nysenate.gov, checked Nov 13, 2026
    Unless the articles of organization provides for management of the limited liability company by a manager or managers or a class or classes of managers, management of the limited liability company shall be vested in its members
65. North Carolina: is an operating agreement required ncleg.gov, checked Nov 13, 2026
    the provisions of this Chapter and common law will apply only to the extent contrary or inconsistent provisions are not made in, or are not otherwise supplanted, varied, disclaimed, or nullified by, the operating agreement.
66. North Carolina: default management ncleg.gov, checked Nov 13, 2026
    All members by virtue of their status as members are managers of the LLC, together with any other person or persons who may be designated as a manager in, or in the manner provided in, the operating agreement.
67. North Dakota: is an operating agreement required ndlegis.gov, checked Nov 13, 2026
    To the extent the operating agreement does not otherwise provide for a matter described in subsection 1, this chapter governs the matter.
68. North Dakota: default management ndlegis.gov, checked Nov 13, 2026
    A limited liability company is a member-managed limited liability company unless the
69. Ohio: is an operating agreement required codes.ohio.gov, checked Nov 13, 2026
    To the extent that an operating agreement does not otherwise provide for a matter described in division (A)(1) of this section, this chapter governs the matter.
70. Ohio: default management codes.ohio.gov, checked Nov 13, 2026
    The activities and affairs of the limited liability company shall be under the direction, and subject to the oversight, of its members.
71. Oklahoma: is an operating agreement required oklegislature.gov, checked Nov 13, 2026
    If the operating agreement does not otherwise provide, the Oklahoma Limited Liability Company Act governs the matter.
72. Oklahoma: default management oklegislature.gov, checked Nov 13, 2026
    a limited liability company shall be managed by or under the authority of one or more managers who may but need not be members.
73. Oregon: is an operating agreement required oregonlegislature.gov, checked Nov 13, 2026
    The operating agreement, if any, may provide for the regulation and management of the affairs of the limited liability company in any manner not inconsistent with law
74. Oregon: default management oregonlegislature.gov, checked Nov 13, 2026
    Member-managed limited liability company means a limited liability company other than a manager-managed limited liability company.
75. Pennsylvania: is an operating agreement required palegis.us, checked Nov 13, 2026
    To the extent the operating agreement does not provide for a matter described in subsection (a), this title governs the matter.
76. Pennsylvania: default management palegis.us, checked Nov 13, 2026
    A limited liability company is a member-managed limited liability company unless the operating agreement …
77. Rhode Island: is an operating agreement required webserver.rilegislature.gov, checked Nov 13, 2026
    Unless the articles of organization or a written operating agreement provide for management by or under the authority of one or more managers
78. Rhode Island: default management webserver.rilegislature.gov, checked Nov 13, 2026
    the business and affairs of the limited liability company shall be managed by the members. If management is vested in the members
79. South Carolina: is an operating agreement required scstatehouse.gov, checked Nov 13, 2026
    To the extent the operating agreement does not otherwise provide, this chapter governs relations among the members, managers, and company.
80. South Carolina: default management scstatehouse.gov, checked Nov 13, 2026
    ‘Member-managed company’ means a limited liability company other than a manager-managed company.
81. South Dakota: is an operating agreement required sdlegislature.gov, checked Nov 13, 2026
    To the extent the operating agreement does not otherwise provide, this chapter governs relations among the members, managers, and company.
82. South Dakota: default management sdlegislature.gov, checked Nov 13, 2026
    ‘Member-managed company’ means a limited liability company other than a manager-managed company
83. Tennessee: is an operating agreement required publications.tnsosfiles.com, checked Nov 13, 2026
    To the extent the LLC documents do not otherwise provide, this Act governs relations among the members, holders of financial rights, managers, directors, officers and LLC, as applicable.
84. Tennessee: default management publications.tnsosfiles.com, checked Nov 13, 2026
    Each member has equal rights in the management and conduct of the LLC’s business; and (2) Except as otherwise provided in subsections (e) or (f), any matter relating to the business of the LLC shall be decided by a majority vote of the members.
85. Texas: is an operating agreement required statutes.capitol.texas.gov, checked Nov 13, 2026
    To the extent that the company agreement of a limited liability company does not otherwise provide, this title and the provisions of Title 1 applicable to a limited liability company govern the internal affairs of the company.
86. Texas: default management statutes.capitol.texas.gov, checked Nov 13, 2026
    the managers of the company, if the company's certificate of formation states that the company has managers …
87. Utah: is an operating agreement required le.utah.gov, checked Nov 13, 2026
    To the extent the operating agreement does not provide for a matter described in Subsection (1) , this chapter governs the matter.
88. Utah: default management le.utah.gov, checked Nov 13, 2026
    A limited liability company is a member-managed limited liability company unless the operating agreement …
89. Vermont: is an operating agreement required legislature.vermont.gov, checked Nov 13, 2026
    To the extent the operating agreement does not otherwise provide, this chapter regulates the affairs of the company, the conduct of its business
90. Vermont: default management legislature.vermont.gov, checked Nov 13, 2026
    A limited liability company is a member-managed limited liability company unless the operating agreement …
91. Virginia: is an operating agreement required law.lis.virginia.gov, checked Nov 13, 2026
    The members of a limited liability company may enter into any operating agreement to regulate or establish the affairs of the limited liability company, the conduct of its business and the relations of its members.
92. Virginia: default management law.lis.virginia.gov, checked Nov 13, 2026
    Except to the extent that the articles of organization or an operating agreement provides in writing for management of a limited liability company by a manager or managers, management of a limited liability company shall be vested in its members.
93. Washington: is an operating agreement required app.leg.wa.gov, checked Nov 13, 2026
    To the extent the limited liability company agreement does not otherwise provide for a matter described in subsection (1) of this section, this chapter governs the matter.
94. Washington: default management app.leg.wa.gov, checked Nov 13, 2026
    ‘Member-managed’ means, with respect to a limited liability company, that the limited liability company is not manager-managed.
95. West Virginia: is an operating agreement required code.wvlegislature.gov, checked Nov 13, 2026
    and to govern relations among the members, managers and company. To the extent the operating agreement does not otherwise provide, this chapter governs relations among the members, managers and company.
96. West Virginia: default management code.wvlegislature.gov, checked Nov 13, 2026
    ‘Member-managed company’ means a limited liability company other than a manager-managed company.
97. Wisconsin: is an operating agreement required docs.legis.wisconsin.gov, checked Nov 13, 2026
    To the extent the operating agreement does not provide for a matter described in sub. (1) , this chapter governs the matter.
98. Wisconsin: default management docs.legis.wisconsin.gov, checked Nov 13, 2026
    A limited liability company is a member-managed limited liability company unless a written operating agreement provides any of the following or includes words of similar import
99. Wyoming: is an operating agreement required wyoleg.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 governs the matter.
100. Wyoming: default management wyoleg.gov, checked Nov 13, 2026
     A limited liability company is a member-managed limited liability company unless the articles of organization or the operating agreement …

Each source shows the date it was checked. The newest check is Nov 13, 2026.