Rhode Island · Operating agreement
Rhode Island LLC operating agreement
What Rhode Island's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Rhode Island operating agreementWhat Rhode Island’s LLC act says
Rhode Island's definitions section uses the term operating agreement for any agreement of the members about the company's affairs and the conduct of its business. 3
Rhode Island defines an operating agreement as any agreement of the members, written or oral, about the company's affairs and how it runs its business. 3
What Rhode Island’s act does not let an agreement change:
One-member company. Rhode Island treats a document adopted by the sole member of a one-member LLC as an operating agreement. 3
Not confirmed for Rhode Island from an official source: whether a Rhode Island agreement is filed with the state.
What happens with no agreement
In Rhode Island the members manage the company unless the articles of organization or a written operating agreement put managers in charge. 1
Unless the articles of organization or the operating agreement say otherwise, Rhode Island splits profits and losses among members by each member's capital value, which is the value of what they contributed less distributions. 2
What the template covers in Rhode Island
- 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.
Rhode Island’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 Rhode Island LLC
You form a Rhode Island LLC by filing with Rhode Island’s Department of State.
The Rhode Island annual report is due May 1 every year. 5
Search the Rhode Island business records at the Department of State before you file: Rhode Island entity search.
The operating agreement for a Rhode Island LLC is separate from the Rhode Island formation filing.
Common questions
Is an operating agreement required for an LLC in Rhode Island?
Rhode Island's LLC act does not tell an LLC to adopt an operating agreement. Without one that sets up managers, the act says the members manage the company. 1
Is there a Rhode Island LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Rhode Island LLC have an operating agreement?
Rhode Island treats a document adopted by the sole member of a one-member LLC as an operating agreement. 3
Does a Rhode Island operating agreement need to be notarized?
None of the Rhode Island rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a Rhode Island operating agreement, and is it filed?
We could not confirm from an official Rhode Island source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with Rhode Island’s Department of State. 6
Also in Rhode Island
Sources 6 links, checked Sep 1, 2026 to Nov 13, 2026
- Rhode Island LLC act, section 7-16-14 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
- Rhode Island LLC act, section 7-16-26 webserver.rilegislature.gov, checked Nov 13, 2026
the profits and losses of a limited liability company shall be allocated to each member on the basis of the member’s capital value.
- Rhode Island LLC act, section 7-16-2 webserver.rilegislature.gov, checked Nov 13, 2026
‘Operating agreement’ means any agreement, written or oral, of the members as to the affairs of a limited liability company and the conduct of its business.
- Rhode Island LLC act, section 7-16-4 webserver.rilegislature.gov, checked Nov 13, 2026
To make and alter operating agreements, not inconsistent with its articles of organization or with the laws of this state
- Rhode Island annual report business.sos.ri.gov, checked Sep 1, 2026
- Official state fee schedule for LLC filings docs.sos.ri.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Rhode Island’s rules. It is not legal or tax advice.
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