Ohio · Operating agreement
Ohio LLC operating agreement
What Ohio's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Ohio operating agreementWhat Ohio’s LLC act says
Ohio calls the document an operating agreement and defines it as the members' agreement on the company's affairs and activities, including any amendments. 4
Ohio defines an operating agreement as any valid agreement of the members, written or oral. A sole member can also make a written declaration that serves as the agreement. 4
What Ohio’s act does not let an agreement change:
- Cannot eliminate the implied covenant of good faith and fair dealing 1
- Cannot vary the LLC's nature as a separate legal entity 1
- Cannot waive the ban on bearer-form membership certificates 1
One-member company. Ohio lets a one-member company have an operating agreement in the form of a written declaration by the sole member. 4
Not confirmed for Ohio from an official source: whether an Ohio agreement is filed with the state.
What happens with no agreement
In Ohio the members direct and oversee the company unless the agreement says otherwise, and a majority of members can decide ordinary day-to-day matters. 2
Ohio splits distributions equally among all members before dissolution, whatever each member contributed, unless the operating agreement provides otherwise. 3
What the template covers in Ohio
- 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.
Ohio’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 an Ohio LLC
You form an Ohio LLC by filing with Ohio’s Secretary of State.
Ohio has no annual report for LLCs.
Search the Ohio business records at the Secretary of State before you file: Ohio entity search.
The operating agreement for an Ohio LLC is separate from the Ohio formation filing.
Common questions
Is an operating agreement required for an LLC in Ohio?
Ohio's LLC act does not tell an LLC to adopt an operating agreement. Where the agreement does not cover a matter, the act's own rules in Chapter 1706 apply. 1
Is there an Ohio LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Ohio LLC have an operating agreement?
Ohio lets a one-member company have an operating agreement in the form of a written declaration by the sole member. 4
Does an Ohio operating agreement need to be notarized?
None of the Ohio rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep an Ohio operating agreement, and is it filed?
We could not confirm from an official Ohio source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with Ohio’s Secretary of State. 5
Also in Ohio
Sources 5 links, checked Oct 17, 2026 to Nov 13, 2026
- Ohio LLC act, section 1706.08 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.
- Ohio LLC act, section 1706.30 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.
- Ohio LLC act, section 1706.29 codes.ohio.gov, checked Nov 13, 2026
All members shall share equally in any distributions made by a limited liability company before its dissolution and winding up.
- Ohio LLC act, section 1706.01 codes.ohio.gov, checked Nov 13, 2026
‘Operating agreement’ includes any amendments to the operating agreement.
- Official state fee schedule for LLC filings ohiosos.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Ohio’s rules. It is not legal or tax advice.
Ready to file? Start your Ohio LLC.