LLC operating agreement template
Registering the company is the easy part. The operating agreement is where the members write down what they actually agreed. goHeather asks the questions, records your answers, and flags the ones people usually leave until it is too late.
Any country or jurisdiction you tell it- Single-member or multi-member
- Built for wherever the business is formed
- Exit and deadlock questions asked up front
Recognized by
What is a LLC Operating Agreement?
The rulebook the registration paperwork does not contain
Registering an LLC creates the company. It says almost nothing about how the company runs. The operating agreement is the contract among the members that fills that gap: who owns what, who can decide what, how money moves, and what happens when somebody wants out.Where the agreement is silent, a set of default rules fills in instead — and those defaults differ depending on where the LLC is formed. They are frequently not what the members would have chosen if anybody had put the question to them.Single-member LLCs are worth doing too, for a different reason. The agreement is part of how you show the company is a genuinely separate thing from you personally, alongside separate bank accounts and keeping decisions documented.
What often goes wrong in a operating agreement
Patterns that come up again and again, and how goHeather handles them.
Downloading a one-size template
- Two members, everything needing unanimity, and no way to break a tie
- Nothing about paying out enough for members to cover what they owe
- Interests transferable to anyone, with no consent step
- A buyout clause with no method for working out the price
- Nothing about death, illness or divorce, because the template never had it
Building it with goHeather
- goHeather asks how decisions should work and prompts for a tie-breaker
- Distributions for tax are one of the questions, not an omission
- Transfers require consent, with a right of first refusal in the draft
- The buyout sets out both the triggers and how the price gets worked out
- Death, illness, divorce and departure each get an answer up front
From blank page to signed operating agreement
goHeather is not a template download. It is a contract builder that walks you through the document, powered by the latest AI models.
- Start
Start from scratch or from a template
Describe the deal in your own words, or pick a LLC Operating Agreement template and work from there. Either way goHeather builds the document with you rather than handing you a file to fill in.
- Answer
Answer questions as it drafts
goHeather asks who the parties are, what the deal covers and where you operate, and writes each clause around your answers as you go.
- Review
See every clause explained
Each clause comes with a plain-English summary of what it does, so you know what the document says before you send it.
- Negotiate
Check what comes back
Upload the other side’s edits and goHeather shows each change against the version you sent, flagged by risk.
- Sign
Send it for signature
Collect e-signatures and keep the executed copy, the key dates and the renewal terms in one place.
20,000+
SMBs and small law firms trust goHeather
$1,419
Average saving vs. a lawyer per deal
10,500+
Lawyer-made templates to draft from
25+
Enterprise-grade security controls
Who needs a LLC Operating Agreement
Where this document usually shows up, and what else goHeather covers there.
- Founders
Getting the cap table right early
The operating agreement is the document an investor or acquirer reads first. Vesting, transfer restrictions and decision rights all live here.
See contract AI for founders
- Finance
Distributions and capital calls
How and when money leaves the company is a finance question the agreement has to answer precisely.
See contract AI for finance teams - Related
Partnership instead of an LLC?
If the business is a partnership rather than an LLC, the equivalent document is a partnership agreement.
See the partnership agreement template - Review
Check an agreement you were given
Joining an existing LLC? Upload the operating agreement and see what it says about your position before you sign.
See how AI contract review works
Your contracts stay yours
A LLC Operating Agreement carries names, numbers and terms you would not want shared. goHeather protects every document you draft or upload with enterprise-grade controls, end-to-end encryption and trusted AI providers.
Learn more about security
Contracts encrypted with gold-standard protection- Database provider meets bank-grade security
- Your documents and data will never be sold
- We do not use your data to train our models
Building an operating agreement with goHeather
goHeather is a technology company, not a law firm, and this page is not legal advice. It describes what our software does. Nothing here states the law or tells you what your contract needs — for that, talk to an attorney licensed where you operate.
Every operating agreement is written while everyone is getting along and read when they are not. The sections below cover the questions goHeather puts to you before it writes anything, and the four places these agreements most often stay silent.
What goHeather covers in a LLC Operating Agreement
These are the parts of a LLC Operating Agreement goHeather asks you about while it builds one, and the parts it looks at when you upload one somebody else sent. It is a description of what the product does — not a checklist for your document, and not a view on what yours needs.
- Members and ownership. Who the members are, how their interests are expressed, and what proportion each holds. goHeather flags: ownership, share of profits and voting power assumed to be the same number, when they can each be set differently.
- Capital contributions. What each member has put in — cash, property or work — and whether more can be asked for later. goHeather flags: an open-ended obligation to put in more money on demand, which members often sign without registering what it commits them to.
- Allocations and distributions. How profit and loss are attributed between members, and separately, when cash actually gets paid out. goHeather flags: the two treated as the same thing, when a member's share of the profit and the cash reaching their account can differ a lot.
- Distributions for tax. Whether the company pays out enough for members to cover what they owe on their share. goHeather flags: nothing addressing this at all, which goHeather raises because it is the clause most often missing from a reused template.
- Management structure. Whether the members run the company themselves or appoint managers, and who can commit it to things. goHeather flags: an agreement that describes one structure while the registration paperwork says another.
- Voting and reserved matters. What passes by a simple majority, what needs more, and what needs everybody. goHeather flags: unanimity required for ordinary day-to-day decisions, which is how a small LLC ends up unable to move.
- Transfer restrictions. Whether a member can sell or hand on their interest, and who gets first refusal. goHeather flags: unrestricted transfer, since most members assume a consent step exists and are surprised when it does not.
- Buy-sell provisions. What happens on death, illness, divorce, bankruptcy or a member simply wanting out, and how the interest gets valued. goHeather flags: a buyout with no valuation method attached, which just moves the argument from whether to buy to what it is worth.
- Deadlock. What the members do when they cannot agree on something that needs agreement. goHeather flags: nothing at all, which is the single most common gap goHeather finds in a two-member agreement.
- Winding up. What ends the company and how anything left gets divided. goHeather flags: terms that would let any one member force the company to close, which is rarely what the others expect.
The decision rules, set deliberately
goHeather starts by asking who runs the company day to day: the members themselves, or appointed managers. That choice usually shows up on the registration paperwork too, and it asks about that so the two say the same thing.
Then it works through the thresholds. What should pass on a simple majority? What is significant enough to need more — bringing in a new member, selling the business, borrowing above some figure, changing what the company does? goHeather suggests a split and lets you move it, rather than defaulting everything to unanimous, which is how small companies end up unable to act.
It also asks whether votes follow ownership or are one per member. In a company where one person put in the money and another puts in the hours, those produce very different outcomes, and it is worth deciding on purpose.
- Member-managed or manager-managed, matching the registration
- What passes by majority, and what needs more
- Whether votes follow ownership or headcount
- Who can sign what on the company's behalf
The clause that is missing most often
goHeather asks separately about two things people tend to run together: how profit is attributed between members, and when cash actually gets paid out. They are not the same, and in a good year the gap between them is where the surprise lives.
So it asks directly: if the company has a profitable year and the members decide to leave the money in the business, what happens to what each member owes on their share? Many agreements say nothing, and that is the clause goHeather flags most often in an uploaded document.
The usual answer is a provision requiring the company to pay out enough to cover it, on a regular cycle. Whether that is right for your company, and what the numbers should be, is a question for your accountant — goHeather asks it, records your answer and points out when an agreement is silent.
It also asks about contributions going the other way: what each member has put in, how non-cash contributions were valued, whether more can be asked for later, and what happens to a member who cannot or will not meet a call.
Working out the price before anyone needs it
The buy-sell provisions do more work than anything else in the document, because they are what everyone reaches for when the relationship ends. goHeather asks about the triggers first: someone wanting out, someone dying, someone becoming unable to work, a divorce, a bankruptcy, a member being removed.
Then the harder question, which is price. An agreement saying an interest will be bought at fair value, without saying how fair value gets worked out, has simply postponed the argument. goHeather asks you to pick a method — a formula against revenue or earnings, a figure the members agree and record each year, or a defined appraisal process with a named way of choosing the appraiser.
It also asks how it gets paid, because a lump sum is often not realistic and an agreement that assumes one tends to fail at the moment it is needed. Instalments over a few years with interest is the shape most businesses land on.
Divorce and death get their own question. Without transfer restrictions an interest can end up with somebody who has never worked in the business, and the remaining members find themselves with a new co-owner they did not choose.
The problem with an even split
An equal two-way split feels fair when you set it up and is structurally fragile once there is a disagreement. If something needs both of you and you do not agree, nothing happens. There is no majority to carry the decision and no tie-breaker to end it.
goHeather asks about this early for any agreement with an even number of members, because it is the most common gap it finds and the hardest one to fix afterwards. It offers the mechanisms businesses use: mediation and then arbitration, a casting vote on defined categories, an independent tie-breaker brought in for operational disputes, or a buy-sell where one member names a price and the other chooses whether to buy or sell at it.
Each has a different character. The last one is decisive but tends to favor whoever has more cash available, so it suits evenly-matched partners better than a founder-and-investor pairing. goHeather explains the trade-off and lets you choose. What matters most is choosing something — an agreement that says nothing here leaves the members with no route forward at all.
Why goHeather asks which state the LLC is formed in
An LLC is created under the rules of a single state, and where the operating agreement is silent, that state's defaults fill the gap — on how profits are shared, how decisions get made and what happens when someone wants out. Those defaults differ, and they are frequently not what the members would have picked if anyone had asked. goHeather asks where the LLC is formed, how many members there are and how you want the main questions answered, then writes those answers down explicitly rather than leaving them to something nobody has read. It flags the places agreements most often stay silent. What it will not do is tell you what your state's defaults say, or how a court would read your agreement. For a multi-member LLC with real money in it, have a business attorney review the result.
Before you go. goHeather is a technology company, not a law firm. We do not provide legal advice, legal opinions, or any view on whether a contract or a clause will hold up. Everything above describes what our software does when you build or upload a document. Rules differ from state to state and change over time, and what is right for your business depends on facts we do not have. Have an attorney licensed where you operate review anything that matters.
Other contracts goHeather builds
goHeather drafts any business contract. These are the ones that usually travel with this one.
- Formation
Partnership Agreement template
Set out what each partner puts in, takes out and decides — before the business makes that conversation hard.
See the partnership agreement template - Confidentiality
Non-Disclosure Agreement template
Protect information you share with a vendor, investor, candidate or partner, in either direction.
See the NDA template - Property
Commercial Lease Agreement template
Office, retail or industrial space: what you pay beyond the rent, who repairs what, and how you get out.
See the commercial lease template
Need a different contract?
goHeather drafts any business contract, not just the ones listed here. Browse every template or start from a blank brief.
operating agreement template questions
What people ask before they build a LLC Operating Agreement.
Still have questions?
Build a operating agreement and see what goHeather produces, or book a short demo and we will go through one of your own documents with you.
Trusted by 20,000+ SMBs and small law firms
Write it down before you need it
Answer the questions once and goHeather turns them into the agreement. Or upload the one you have and see what it never covered.
Free to try