South Carolina · Operating agreement
South Carolina LLC operating agreement
What South Carolina's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my South Carolina operating agreementWhat South Carolina’s LLC act says
South Carolina defines the operating agreement as the agreement among the members, managers and company, and the term includes amendments. 2
South Carolina lets members make an operating agreement that need not be in writing, so an oral agreement counts. The act does not speak to an implied agreement. 1
What South Carolina’s act does not let an agreement change:
- Cannot unreasonably restrict a right to information or access to records 1
- Cannot eliminate the duty of loyalty 1
- Cannot eliminate the obligation of good faith and fair dealing 1
Not confirmed for South Carolina from an official source: whether a South Carolina agreement is filed with the state, what South Carolina's act says about a one-member company's agreement.
What happens with no agreement
In South Carolina a company is manager-managed only if its articles of organization say so. Any other LLC is member-managed. 2
South Carolina requires distributions made before dissolution and winding up to be in equal shares. 3
What the template covers in South Carolina
- 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.
South Carolina’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 South Carolina LLC
You form a South Carolina LLC by filing with South Carolina’s Secretary of State.
South Carolina has no annual report for LLCs.
Search the South Carolina business records at the Secretary of State before you file: South Carolina entity search.
The operating agreement for a South Carolina LLC is separate from the South Carolina formation filing.
Common questions
Is an operating agreement required for an LLC in South Carolina?
South Carolina's LLC act says members may enter into an operating agreement. It does not command one. Where the agreement says nothing, the chapter governs relations among the members, managers and company. 1
Is there a South Carolina LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member South Carolina LLC have an operating agreement?
We could not confirm from an official source what South Carolina’s act says about a one-member company’s agreement. The template has a single-member version.
Does a South Carolina operating agreement need to be notarized?
None of the South Carolina rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a South Carolina operating agreement, and is it filed?
We could not confirm from an official South Carolina source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with South Carolina’s Secretary of State. 4
Also in South Carolina
Sources 4 links, checked Oct 17, 2026 to Nov 13, 2026
- South Carolina LLC act, section 33-44-103 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.
- South Carolina LLC act, section 33-44-101 scstatehouse.gov, checked Nov 13, 2026
‘Member-managed company’ means a limited liability company other than a manager-managed company.
- South Carolina LLC act, section 33-44-405 scstatehouse.gov, checked Nov 13, 2026
Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares.
- Official state fee schedule for LLC filings scstatehouse.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains South Carolina’s rules. It is not legal or tax advice.
Ready to file? Start your South Carolina LLC.