Vermont · Operating agreement
Vermont LLC operating agreement
What Vermont's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Vermont operating agreementWhat Vermont’s LLC act says
Vermont's act uses the term operating agreement and defines it in section 4001 as a description of membership rights and obligations agreed to by the members, including amendments. 4
Vermont defines the operating agreement as a description of member rights and obligations stored in any tangible or electronic medium and agreed to by the members. The act does not address oral or implied agreements in that definition. 4
What Vermont’s act does not let an agreement change:
- Cannot vary the company's capacity to sue and be sued 1
- Cannot eliminate the duty of loyalty or duty of care 1
One-member company. Vermont lets one person who intends to be the initial member assent to terms that become the operating agreement when the company forms. 1
Not confirmed for Vermont from an official source: whether a Vermont agreement is filed with the state.
What happens with no agreement
A Vermont LLC is member-managed unless its operating agreement says it is manager-managed or uses similar words. Each member then has equal rights in management. 2
Vermont's section 4055 splits profits, losses and distributions in proportion to the agreed value of each member's contributions, as stated in the company records. 3
What the template covers in Vermont
- 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.
Vermont’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 Vermont LLC
You form a Vermont LLC by filing with Vermont’s Secretary of State.
The Vermont annual report is due March 31 every year. 5
Search the Vermont business records at the Secretary of State before you file: Vermont entity search.
The operating agreement for a Vermont LLC is separate from the Vermont formation filing.
Common questions
Is an operating agreement required for an LLC in Vermont?
Vermont'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 apply under section 4003. 1
Is there a Vermont LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Vermont LLC have an operating agreement?
Vermont lets one person who intends to be the initial member assent to terms that become the operating agreement when the company forms. 1
Does a Vermont operating agreement need to be notarized?
None of the Vermont rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a Vermont operating agreement, and is it filed?
We could not confirm from an official Vermont source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with Vermont’s Secretary of State. 6
Also in Vermont
Sources 6 links, checked Sep 1, 2026 to Nov 13, 2026
- Vermont LLC act, section 4003 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
- Vermont LLC act, section 4054 legislature.vermont.gov, checked Nov 13, 2026
A limited liability company is a member-managed limited liability company unless the operating agreement …
- Vermont LLC act, section 4055 legislature.vermont.gov, checked Nov 13, 2026
Any distributions made by a limited liability company before its dissolution and winding up shall be made among the members or the holders of distributional interests, as the case may be, in proportion to the agreed value of the contributions made by each member
- Vermont LLC act, section 4001 legislature.vermont.gov, checked Nov 13, 2026
‘Operating agreement’ means any form of description of membership rights and obligations under section 4003 of this title, stored or depicted in any tangible or electronic medium, which is agreed to by the members
- Vermont annual report bizfilings.vermont.gov, checked Sep 1, 2026
- Official state fee schedule for LLC filings sos.vermont.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Vermont’s rules. It is not legal or tax advice.
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