Is the generated document legally binding?

Not on its own. It is a draft that becomes an agreement only when the members sign, and whether a clause is enforceable depends on your state’s LLC act. Have an attorney licensed in your formation state review it first.

Does my LLC actually need an operating agreement?

Some states require one; New York, for example, requires LLC members to adopt a written agreement. Even where it is optional, banks and investors routinely ask to see it, and without one your state’s default rules govern instead of your intentions.

Does this file anything with the state or create the LLC?

No. It does not form the company, file articles of organisation, appoint a registered agent, obtain an EIN or transmit anything anywhere. Form the LLC with your Secretary of State first; the operating agreement is an internal document among the members.

Does it handle tax elections?

No. It does not make an S-corporation election, prepare Form 2553, 8832, 1065 or K-1s, or calculate anyone’s tax. Article 4.3 contains standard language about quarterly tax distributions, but the numbers behind it are not computed anywhere in the tool.

Is anything I type saved or uploaded?

No. Every field lives only in the page while it is open. Refreshing or closing the tab discards it, and nothing is written to a server. To keep a version, print it or save it as a PDF first.

Can I change the wording of a clause?

Not inside the tool. The article text varies only with the choices you make — management type, voting basis, transfer restrictions and the dissolution event. To alter wording, save the output and edit it in a word processor, or have counsel redline it.

Is this part of TaxEase’s paid services?

No. TaxEase’s paid compliance work is Pakistan-focused, covering FBR and SECP filings in Pakistani rupees. This generator is a free, United States-oriented tool with no connection to those services and no fee attached.

LLC Operating Agreement Generator — Free Draft Template

LLC Operating Agreement GeneratorThe LLC Operating Agreement Generator is a free browser-based tool that assembles a draft operating agreement for a United States limited liability company from details you type in. You enter the LLC name, state of formation, principal address and business purpose, add each member with their ownership percentage and capital contribution, then choose member-managed or manager-managed, per-capita or pro-rata voting, transfer restrictions and a dissolution event. The tool renders a complete article-by-article document to read, print or save as a PDF, and nothing is uploaded. The result is a starting template, not a lawyer-reviewed instrument, and state LLC law varies considerably.

What people use it for

Two founders writing down the split before it gets awkward

Two people starting a company agree verbally on a 60/40 split and different cash contributions, then never write it down. Adding both members here forces the numbers to total exactly 100% and prints them into Article 2 alongside each capital contribution, so the ownership, the money in, and the profit allocation are stated in one document rather than remembered differently later.

A single-member LLC that a bank is asking for paperwork from

Banks, payment processors and registered agents frequently ask a new single-member LLC for an operating agreement before opening a business account, even in states that do not require one. Entering yourself as the sole member at 100% produces a document naming the company, the state, the management structure and the signature block to take to that appointment.

Modelling what changes when a third member joins

Before admitting a new partner, run the proposed cap table through the generator: three members at 45/35/20 with their contributions, pro-rata voting, and transfer restrictions switched on. Seeing the diluted percentages, the amendment threshold and the right-of-first-refusal language in print usually surfaces the questions worth settling — who approves the next admission, and on what terms — before anyone signs anything.

Arriving at an attorney meeting with decisions already made

Most of a first drafting session with counsel is spent deciding management structure, voting basis, transfer rules and dissolution triggers. Generating a draft first means you arrive with those four answered and a concrete document to redline, which is a shorter and cheaper conversation than starting from a blank page.

How it works

Enter the company information Type the LLC name exactly as filed, pick the state of formation from the fifty-state list (Delaware is preselected), set the formation date, and describe the principal address and business purpose.
Choose the management structure Select member-managed, where every member participates, or manager-managed, which reveals a field for the manager name. Then pick per-capita voting, giving one vote each, or pro-rata voting weighted by ownership.
Add every member Click "Add Member" once per owner and enter name, address, ownership percentage and capital contribution. A running total appears above the list and flags red until the percentages sum to 100%.
Set the additional provisions Choose a fiscal year end from the four options, decide whether transfers need unanimous consent or only a right of first refusal, and name one dissolution event beyond unanimous member consent.
Generate, then export The generate button stays disabled until there is a name and at least one member, and stops if ownership does not total 100%. The rendered agreement can then be shared, printed or saved as PDF.

Worked examples

Input: Northwind Studios LLC, Delaware, member-managed, pro-rata voting, transfer restrictions on. Member 1: Ana Reyes, 60%, $30,000. Member 2: Dev Patel, 40%, $20,000.

Result: Ownership totals 100%, so the document generates. Article 2 lists both members with percentages and contributions, Article 3 records member management with votes in proportion to ownership, Article 5.1 requires unanimous written consent for any transfer, and Article 7.4 sets amendments at 66.67% of ownership interests.

Input: Harbor Lane Rentals LLC, Texas, manager-managed with Priya Shah as manager, per-capita voting, one member (Priya Shah, 100%, $5,000), fiscal year ending December 31.

Result: Article 3 names the manager and grants them authority over the business, and Article 4.2 puts distribution timing in the manager’s hands rather than a member vote. Because voting is per-capita, Article 7.4 requires a majority of members to amend. The signature page prints one member line plus a Texas notary acknowledgment.

Input: Three members entered at 50%, 30% and 15% — a total of 95% — with everything else filled in.

Result: The members card reads "Total Ownership: 95.00% (Must equal 100%)" and generation is blocked with a prompt to fix the split. Raising the third member from 15% to 20% brings the total to exactly 100% and the agreement generates unchanged in every other respect.

Frequently asked questions

Is the generated document legally binding?: Not on its own. It is a draft that becomes an agreement only when the members sign, and whether a clause is enforceable depends on your state’s LLC act. Have an attorney licensed in your formation state review it first.
Does my LLC actually need an operating agreement?: Some states require one; New York, for example, requires LLC members to adopt a written agreement. Even where it is optional, banks and investors routinely ask to see it, and without one your state’s default rules govern instead of your intentions.
Does this file anything with the state or create the LLC?: No. It does not form the company, file articles of organisation, appoint a registered agent, obtain an EIN or transmit anything anywhere. Form the LLC with your Secretary of State first; the operating agreement is an internal document among the members.
Does it handle tax elections?: No. It does not make an S-corporation election, prepare Form 2553, 8832, 1065 or K-1s, or calculate anyone’s tax. Article 4.3 contains standard language about quarterly tax distributions, but the numbers behind it are not computed anywhere in the tool.
Is anything I type saved or uploaded?: No. Every field lives only in the page while it is open. Refreshing or closing the tab discards it, and nothing is written to a server. To keep a version, print it or save it as a PDF first.
Can I change the wording of a clause?: Not inside the tool. The article text varies only with the choices you make — management type, voting basis, transfer restrictions and the dissolution event. To alter wording, save the output and edit it in a word processor, or have counsel redline it.
Is this part of TaxEase’s paid services?: No. TaxEase’s paid compliance work is Pakistan-focused, covering FBR and SECP filings in Pakistani rupees. This generator is a free, United States-oriented tool with no connection to those services and no fee attached.

Tips

Match the LLC name to the Secretary of State filing exactly, including whether it ends in "LLC", "L.L.C." or "Limited Liability Company".
Fill in ownership percentages first — nothing generates until they total exactly 100%, so the rest of the form is wasted effort otherwise.
Delaware is preselected. Change it to your real state of formation, because Article 7.5 takes the governing law from that field.
Choose manager-managed only when someone other than all the members genuinely runs day-to-day operations; otherwise member-managed matches reality.
Have an attorney in your formation state review the draft before signing — the notary block is printed but nothing in it is verified.

Written by Ahsan Mahmood. Last updated 2026-07-21. This calculator runs entirely in your browser and produces estimates, not tax advice.TaxEase — LLC Operating Agreement Generator