{
  "name": "LLC Operating Agreement Requirements by US State (as of 2026)",
  "publisher": "SealForms",
  "url": "https://sealforms.com/us/llc-operating-agreement-requirements/",
  "license": "https://creativecommons.org/licenses/by/4.0/",
  "attribution": "SealForms — https://sealforms.com/us/llc-operating-agreement-requirements/ (CC BY 4.0)",
  "asOf": "2026",
  "dateModified": "2026-08-12",
  "columns": [
    "state",
    "rule",
    "value",
    "cite",
    "sourceUrl",
    "asOf",
    "note"
  ],
  "columnNotes": {
    "state": "US state or the District of Columbia.",
    "rule": "Which rule the row reports (described under \"rules\").",
    "value": "The rule as the study publishes it.",
    "cite": "The statute (or official rule) the value comes from — this is the authority.",
    "sourceUrl": "A link to read it. Not always the official site: some rows link a secondary copy or summary of the statute in \"cite\".",
    "asOf": "As-of year (or month) of the whole dataset, not a per-row verification date.",
    "note": "Qualifications the study page also shows."
  },
  "rules": {
    "operating_agreement_required": "Whether the state LLC act says an LLC or its members shall adopt an operating agreement.",
    "operating_agreement_form": "The operative words of the act’s definition of an operating agreement (written / oral / implied)."
  },
  "rows": [
    {
      "state": "Alabama",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "Ala. Code § 10A-5A-1.02(l)",
      "sourceUrl": "https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-1/section-10a-5a-1-02/",
      "asOf": "2026",
      "note": "Not required. The act defines the 'limited liability company agreement' as any agreement, 'written, oral or implied,' of the member or members; if none exists, the statutory default rules govern."
    },
    {
      "state": "Alabama",
      "rule": "operating_agreement_form",
      "value": "written, oral or implied ('any agreement (whether referred to as a limited liability company agreement, operating agreement or otherwise), written, oral or implied')",
      "cite": "Ala. Code § 10A-5A-1.02(l)",
      "sourceUrl": "https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-1/section-10a-5a-1-02/",
      "asOf": "2026",
      "note": "Without an agreement: Without an agreement, 'all members shall share equally in any distributions made by a limited liability company before its dissolution' — per capita, not by contribution (Ala. Code § 10A-5A-4.05(a)(1))."
    },
    {
      "state": "Alaska",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "Alaska Stat. § 10.50.990(17) (definition); § 10.50.095 (adoption)",
      "sourceUrl": "https://codes.findlaw.com/ak/title-10-corporations-and-associations/ak-st-sect-10-50-990/",
      "asOf": "2026",
      "note": "Not required — 'The members of a limited liability company may adopt an operating agreement for the company' (AS 10.50.095); absent one, the act's default rules govern."
    },
    {
      "state": "Alaska",
      "rule": "operating_agreement_form",
      "value": "written only — the statute defines 'operating agreement' as 'a written agreement among all of the members of a limited liability company about conducting the affairs of the company' (oral or implied agreements are not recognized as the operating agreement)",
      "cite": "Alaska Stat. § 10.50.990(17) (definition); § 10.50.095 (adoption)",
      "sourceUrl": "https://codes.findlaw.com/ak/title-10-corporations-and-associations/ak-st-sect-10-50-990/",
      "asOf": "2026",
      "note": "Without an agreement: Absent a contrary operating agreement, each member is first repaid the member's capital contribution and members then share equally in the profits and other assets of the company (AS 10.50.290 — Repayment of contribution and sharing of profits and other assets)."
    },
    {
      "state": "Arizona",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "Ariz. Rev. Stat. § 29-3102(17)",
      "sourceUrl": "https://www.azleg.gov/ars/29/03102.htm",
      "asOf": "2026",
      "note": "Not required. Under the 2018 ALLCA (effective for all LLCs since Sept. 1, 2020), an operating agreement may exist in any form or not at all; statutory defaults apply to any matter it does not cover."
    },
    {
      "state": "Arizona",
      "rule": "operating_agreement_form",
      "value": "'whether oral, implied, in a record or in any combination thereof'",
      "cite": "Ariz. Rev. Stat. § 29-3102(17)",
      "sourceUrl": "https://www.azleg.gov/ars/29/03102.htm",
      "asOf": "2026",
      "note": "Without an agreement: 'Any distribution made by a limited liability company before its dissolution and winding up must be in equal shares among members and persons dissociated as members' — per capita, not by contribution (A.R.S. § 29-3404(A))."
    },
    {
      "state": "Arkansas",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "Ark. Code Ann. § 4-38-102(13)",
      "sourceUrl": "https://codes.findlaw.com/ar/title-4-business-and-commercial-law/ar-code-sect-4-38-102/",
      "asOf": "2026",
      "note": "Not required. Arkansas adopted the Uniform Limited Liability Company Act effective Sept. 1, 2021; an operating agreement is optional and statutory defaults govern matters it does not address."
    },
    {
      "state": "Arkansas",
      "rule": "operating_agreement_form",
      "value": "'whether oral, implied, in a record, or in any combination thereof'",
      "cite": "Ark. Code Ann. § 4-38-102(13)",
      "sourceUrl": "https://codes.findlaw.com/ar/title-4-business-and-commercial-law/ar-code-sect-4-38-102/",
      "asOf": "2026",
      "note": "Without an agreement: 'Any distribution made by a limited liability company before its dissolution and winding up must be in equal shares among members and persons dissociated as members' — per capita, not by contribution (Ark. Code Ann. § 4-38-404(a))."
    },
    {
      "state": "California",
      "rule": "operating_agreement_required",
      "value": "yes",
      "cite": "Cal. Corp. Code § 17701.02(s)",
      "sourceUrl": "https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=17701.02",
      "asOf": "2026",
      "note": "Effectively required: the California Secretary of State states an operating agreement 'is required' (it is maintained by the LLC, never filed with the state). However, RULLCA contains no express 'shall adopt' clause or penalty — the requirement is satisfied by an oral, implied, or written agreement of the members, and Corp. Code § 17701.13(d)(5) requires keeping a copy only 'if in writing.' (The pre-2014 act's express requirement, former § 17050(b), was not re-enacted verbatim.)"
    },
    {
      "state": "California",
      "rule": "operating_agreement_form",
      "value": "'whether oral, in a record, implied, or in any combination thereof' (includes a sole member's agreement)",
      "cite": "Cal. Corp. Code § 17701.02(s)",
      "sourceUrl": "https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=17701.02",
      "asOf": "2026",
      "note": "Without an agreement: California rejected RULLCA's equal-shares rule: distributions before dissolution 'shall be on the basis of the value... of the contributions the limited liability company has received from each member' — pro rata by contributions (Cal. Corp. Code § 17704.04(a))."
    },
    {
      "state": "Colorado",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "Colo. Rev. Stat. § 7-80-102(11)(a)",
      "sourceUrl": "https://codes.findlaw.com/co/title-7-corporations-and-associations/co-rev-st-sect-7-80-102/",
      "asOf": "2026",
      "note": "Not required. The act defines the operating agreement as 'any agreement of all of the members as to the affairs of a limited liability company'; if none exists, the article's default rules govern."
    },
    {
      "state": "Colorado",
      "rule": "operating_agreement_form",
      "value": "written or oral — 'Except as otherwise provided in this article or as otherwise required by a written operating agreement, the operating agreement need not be in writing'",
      "cite": "Colo. Rev. Stat. § 7-80-102(11)(a)",
      "sourceUrl": "https://codes.findlaw.com/co/title-7-corporations-and-associations/co-rev-st-sect-7-80-102/",
      "asOf": "2026",
      "note": "Without an agreement: Profits and losses are allocated among members 'on the basis of the value, as stated in the limited liability company records..., of the contributions made by each member' — pro rata by contribution, not per capita (C.R.S. § 7-80-503)."
    },
    {
      "state": "Connecticut",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "Conn. Gen. Stat. § 34-243a(20)",
      "sourceUrl": "https://www.cga.ct.gov/current/pub/chap_613a.htm",
      "asOf": "2026",
      "note": "Not required. Under CULLCA (effective 2017) the operating agreement is optional; to the extent it does not address a matter, the act governs (Conn. Gen. Stat. § 34-243d)."
    },
    {
      "state": "Connecticut",
      "rule": "operating_agreement_form",
      "value": "'whether oral, implied, in a record or in any combination thereof' (of all the members, including a sole member)",
      "cite": "Conn. Gen. Stat. § 34-243a(20)",
      "sourceUrl": "https://www.cga.ct.gov/current/pub/chap_613a.htm",
      "asOf": "2026",
      "note": "Without an agreement: Connecticut modified the uniform act's equal-shares default: distributions before dissolution 'must be made among members and persons dissociated as members in that proportion which reflects contributions received by the limited liability company and not returned' (Conn. Gen. Stat. § 34-255c(a))."
    },
    {
      "state": "Delaware",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "6 Del. C. § 18-101(9)",
      "sourceUrl": "https://delcode.delaware.gov/title6/c018/sc01/index.html",
      "asOf": "2026",
      "note": "Not required to be adopted or signed; § 18-101(9) states 'A limited liability company... is not required to execute its limited liability company agreement,' and Delaware courts may treat informal member understandings as an implied LLC agreement. Statutory defaults govern in its absence."
    },
    {
      "state": "Delaware",
      "rule": "operating_agreement_form",
      "value": "'any agreement (whether referred to as a limited liability company agreement, operating agreement or otherwise), written, oral or implied'",
      "cite": "6 Del. C. § 18-101(9)",
      "sourceUrl": "https://delcode.delaware.gov/title6/c018/sc01/index.html",
      "asOf": "2026",
      "note": "Without an agreement: Absent an LLC-agreement provision, profits/losses are allocated and distributions made 'on the basis of the agreed value (as stated in the records of the limited liability company) of the contributions made by each member' to the extent received and not returned (6 Del. C. §§ 18-503, 18-504)."
    },
    {
      "state": "District of Columbia",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "D.C. Code § 29-801.02(10)",
      "sourceUrl": "https://code.dccouncil.gov/us/dc/council/code/sections/29-801.02",
      "asOf": "2026",
      "note": "Not required. D.C. adopted RULLCA; the operating agreement is optional and D.C. Code § 29-801.07 supplies default rules for matters it does not cover."
    },
    {
      "state": "District of Columbia",
      "rule": "operating_agreement_form",
      "value": "'whether oral, in a record, implied, or in any combination thereof'",
      "cite": "D.C. Code § 29-801.02(10)",
      "sourceUrl": "https://code.dccouncil.gov/us/dc/council/code/sections/29-801.02",
      "asOf": "2026",
      "note": "Without an agreement: 'Any distributions made by a limited liability company before its dissolution and winding up shall be in equal shares among members and dissociated members' — per capita, not by contribution (D.C. Code § 29-804.04(a))."
    },
    {
      "state": "Florida",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "Fla. Stat. § 605.0102(45)",
      "sourceUrl": "http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0605/Sections/0605.0102.html",
      "asOf": "2026",
      "note": "Not required. Under the Florida Revised LLC Act (ch. 605, effective 2014/2015) the operating agreement is optional; Fla. Stat. § 605.0105 lets it govern, with statutory defaults filling any gaps."
    },
    {
      "state": "Florida",
      "rule": "operating_agreement_form",
      "value": "'which may be oral, implied, in a record, or in any combination thereof'",
      "cite": "Fla. Stat. § 605.0102(45)",
      "sourceUrl": "http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0605/Sections/0605.0102.html",
      "asOf": "2026",
      "note": "Without an agreement: Florida rejected RULLCA's equal-shares rule: pre-dissolution distributions 'must be shared by the members and persons dissociated as members on the basis of the agreed value, as stated in the company's records, of the contributions made by each' — pro rata by contribution (Fla. Stat. § 605.0404(1))."
    },
    {
      "state": "Georgia",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "O.C.G.A. § 14-11-101(18)",
      "sourceUrl": "https://codes.findlaw.com/ga/title-14-corporations-partnerships-and-associations/ga-code-sect-14-11-101/",
      "asOf": "2026",
      "note": "Not required. Georgia's bespoke act defines the operating agreement as 'any agreement, written or oral, of the member or members'; absent one, the chapter's default rules govern (note: certain defaults, e.g. profit allocation, can be varied only by a written operating agreement)."
    },
    {
      "state": "Georgia",
      "rule": "operating_agreement_form",
      "value": "'any agreement, written or oral, of the member or members as to the conduct of the business and affairs of a limited liability company' (implied-by-conduct agreements are not mentioned)",
      "cite": "O.C.G.A. § 14-11-101(18)",
      "sourceUrl": "https://codes.findlaw.com/ga/title-14-corporations-partnerships-and-associations/ga-code-sect-14-11-101/",
      "asOf": "2026",
      "note": "Without an agreement: Absent a contrary written operating agreement provision, 'profits and losses, and each item thereof, shall be allocated equally among the members' — per capita, not by contribution (O.C.G.A. § 14-11-403)."
    },
    {
      "state": "Hawaii",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "Haw. Rev. Stat. § 428-101 (definition); § 428-103(a) (effect)",
      "sourceUrl": "https://www.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0103.htm",
      "asOf": "2026",
      "note": "Not required — 'all the members of a limited liability company may enter into an operating agreement'; to the extent it does not provide otherwise, chapter 428 governs relations among members, managers, and the company (HRS § 428-103(a))."
    },
    {
      "state": "Hawaii",
      "rule": "operating_agreement_form",
      "value": "form not specified by statute — Hawaii's enactment omitted ULLCA's 'need not be in writing' phrase, and the definition in § 428-101 states no form words; no writing requirement is imposed",
      "cite": "Haw. Rev. Stat. § 428-101 (definition); § 428-103(a) (effect)",
      "sourceUrl": "https://www.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0103.htm",
      "asOf": "2026",
      "note": "Without an agreement: 'Any distributions made by a limited liability company, prior to dissolution and winding up, must be in equal shares' — per capita, not by contribution (HRS § 428-405(a))."
    },
    {
      "state": "Idaho",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "Idaho Code § 30-25-102(9)",
      "sourceUrl": "https://legislature.idaho.gov/statutesrules/idstat/Title30/T30CH25/SECT30-25-102/",
      "asOf": "2026",
      "note": "Not required. Idaho adopted RULLCA (recodified 2015 as Title 30, ch. 25); the operating agreement is optional and Idaho Code § 30-25-105 supplies default rules for matters it does not cover."
    },
    {
      "state": "Idaho",
      "rule": "operating_agreement_form",
      "value": "'whether oral, implied, in a record, or in any combination thereof'",
      "cite": "Idaho Code § 30-25-102(9)",
      "sourceUrl": "https://legislature.idaho.gov/statutesrules/idstat/Title30/T30CH25/SECT30-25-102/",
      "asOf": "2026",
      "note": "Without an agreement: 'Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares among members and persons dissociated as members' — per capita, not by contribution (Idaho Code § 30-25-404(a))."
    },
    {
      "state": "Illinois",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "805 ILCS 180/1-5 (definition); 805 ILCS 180/15-5 (operating agreement, scope)",
      "sourceUrl": "https://codes.findlaw.com/il/chapter-805-business-organizations/il-st-sect-805-180-1-5/",
      "asOf": "2026",
      "note": "No requirement to adopt an operating agreement. Since the 2017 amendments (P.A. 99-637, adopting many RULLCA features) the Act supplies default rules whenever the agreement is silent; 805 ILCS 180/15-5 governs scope."
    },
    {
      "state": "Illinois",
      "rule": "operating_agreement_form",
      "value": "\"whether oral, in a record, implied, or in any combination thereof\" — 805 ILCS 180/1-5 (definition of \"operating agreement\", referencing Section 15-5)",
      "cite": "805 ILCS 180/1-5 (definition); 805 ILCS 180/15-5 (operating agreement, scope)",
      "sourceUrl": "https://codes.findlaw.com/il/chapter-805-business-organizations/il-st-sect-805-180-1-5/",
      "asOf": "2026",
      "note": "Without an agreement: Distributions before dissolution must be in equal shares among members (per capita) — 805 ILCS 180/25-1(a)."
    },
    {
      "state": "Indiana",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "Ind. Code § 23-18-1-16 (definition); Ind. Code § 23-18-4-4 (effect of written provisions)",
      "sourceUrl": "https://codes.findlaw.com/in/title-23-business-and-other-associations/in-code-sect-23-18-1-16.html",
      "asOf": "2026",
      "note": "No requirement to adopt an operating agreement; the Act's default rules govern where the members have no agreement. Certain matters may only be altered in a WRITTEN operating agreement."
    },
    {
      "state": "Indiana",
      "rule": "operating_agreement_form",
      "value": "\"any written or oral agreement of the members as to the affairs of a limited liability company and the conduct of its business\" — Ind. Code § 23-18-1-16",
      "cite": "Ind. Code § 23-18-1-16 (definition); Ind. Code § 23-18-4-4 (effect of written provisions)",
      "sourceUrl": "https://codes.findlaw.com/in/title-23-business-and-other-associations/in-code-sect-23-18-1-16.html",
      "asOf": "2026",
      "note": "Without an agreement: Profits and losses allocated on the basis of the agreed value, as stated in company records, of the contributions made by each member — Ind. Code § 23-18-5-3 (distributions likewise, § 23-18-5-4)."
    },
    {
      "state": "Iowa",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "Iowa Code § 489.102(19) (definition); Iowa Code § 489.105 (scope/function)",
      "sourceUrl": "https://www.legis.iowa.gov/docs/code/489.102.pdf",
      "asOf": "2026",
      "note": "RULLCA/ULLCA state — no requirement to adopt an operating agreement; Iowa Code § 489.110 (§ 489.105 for scope) supplies default rules when the agreement is silent or absent."
    },
    {
      "state": "Iowa",
      "rule": "operating_agreement_form",
      "value": "\"whether oral, implied, in a record, or in any combination thereof\" — Iowa Code § 489.102(19)",
      "cite": "Iowa Code § 489.102(19) (definition); Iowa Code § 489.105 (scope/function)",
      "sourceUrl": "https://www.legis.iowa.gov/docs/code/489.102.pdf",
      "asOf": "2026",
      "note": "Without an agreement: Distributions before dissolution must be in equal shares among members and dissociated members (per capita) — Iowa Code § 489.404(1)."
    },
    {
      "state": "Kansas",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "K.S.A. 17-7663(m)",
      "sourceUrl": "https://www.ksrevisor.gov/statutes/chapters/ch17/017_076_0063.html",
      "asOf": "2026",
      "note": "No requirement to adopt an operating agreement; the Act's default provisions apply to the extent the members have no agreement."
    },
    {
      "state": "Kansas",
      "rule": "operating_agreement_form",
      "value": "\"written, oral or implied\" — K.S.A. 17-7663(m) (\"any agreement, whether referred to as an operating agreement, limited liability company agreement or otherwise, written, oral or implied, of the member or members\")",
      "cite": "K.S.A. 17-7663(m)",
      "sourceUrl": "https://www.ksrevisor.gov/statutes/chapters/ch17/017_076_0063.html",
      "asOf": "2026",
      "note": "Without an agreement: Profits and losses allocated on the basis of the agreed value (as stated in company records) of the contributions made by each member — K.S.A. 17-76,101 (https://www.ksrevisor.gov/statutes/chapters/ch17/017_076_0101.html)."
    },
    {
      "state": "Kentucky",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "KRS 275.015(21) (definition); KRS 275.180 (written-agreement requirements for certain waivers)",
      "sourceUrl": "https://codes.findlaw.com/ky/title-xxiii-private-corporations-and-associations/ky-rev-st-sect-275-015.html",
      "asOf": "2026",
      "note": "No requirement to adopt an operating agreement; KRS ch. 275 default rules govern absent an agreement."
    },
    {
      "state": "Kentucky",
      "rule": "operating_agreement_form",
      "value": "\"any agreement, written or oral, among all of the members\" — KRS 275.015(21) (for a single-member LLC, includes written documents or agreements between the sole member and the company)",
      "cite": "KRS 275.015(21) (definition); KRS 275.180 (written-agreement requirements for certain waivers)",
      "sourceUrl": "https://codes.findlaw.com/ky/title-xxiii-private-corporations-and-associations/ky-rev-st-sect-275-015.html",
      "asOf": "2026",
      "note": "Without an agreement: Profits and losses allocated on the basis of the agreed value, as stated in company records, of the contributions made by each member — KRS 275.205."
    },
    {
      "state": "Louisiana",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "La. R.S. 12:1301(A)(16)",
      "sourceUrl": "https://codes.findlaw.com/la/revised-statutes/la-rev-stat-tit-12-sect-1301.html",
      "asOf": "2026",
      "note": "No requirement to adopt an operating agreement (the chapter, La. R.S. 12:1301-1370, has no official short title); the statute's default rules apply when there is none, and several defaults may be varied only in a WRITTEN operating agreement."
    },
    {
      "state": "Louisiana",
      "rule": "operating_agreement_form",
      "value": "\"any agreement, written or oral, of the members\" — La. R.S. 12:1301(A)(16) (for a single-member LLC: any written agreement between the member and the company memorializing its affairs)",
      "cite": "La. R.S. 12:1301(A)(16)",
      "sourceUrl": "https://codes.findlaw.com/la/revised-statutes/la-rev-stat-tit-12-sect-1301.html",
      "asOf": "2026",
      "note": "Without an agreement: Absent a written provision, interim distributions are made equally to the members (per capita) — La. R.S. 12:1324."
    },
    {
      "state": "Maine",
      "rule": "operating_agreement_required",
      "value": "yes",
      "cite": "31 M.R.S. § 1502(15) (definition); 31 M.R.S. § 1531(1)(B) (agreement must exist); 31 M.R.S. § 1521 (scope)",
      "sourceUrl": "https://legislature.maine.gov/statutes/31/title31sec1531.html",
      "asOf": "2026",
      "note": "31 M.R.S. § 1531(1)(B): \"A limited liability company agreement must be entered into or otherwise existing\" — it may be entered into before, after, or at the time of filing the certificate of formation. Because § 1502(15) defines the agreement as \"written, oral or implied,\" an oral or even implied agreement satisfies the requirement; nothing is filed with the state. Note: certain modifications (e.g., of fiduciary duties, § 1521(3)) require a WRITTEN agreement."
    },
    {
      "state": "Maine",
      "rule": "operating_agreement_form",
      "value": "\"written, oral or implied\" — 31 M.R.S. § 1502(15) (definition of \"limited liability company agreement\")",
      "cite": "31 M.R.S. § 1502(15) (definition); 31 M.R.S. § 1531(1)(B) (agreement must exist); 31 M.R.S. § 1521 (scope)",
      "sourceUrl": "https://legislature.maine.gov/statutes/31/title31sec1531.html",
      "asOf": "2026",
      "note": "Without an agreement: Distributions before dissolution are made on the basis of the agreed value of the contributions made by each person (not equal shares) — 31 M.R.S. § 1554."
    },
    {
      "state": "Maryland",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "Md. Code, Corps. & Ass'ns § 4A-101(q) (definition); § 4A-402 (operating agreement)",
      "sourceUrl": "https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gca&section=4A-402&enactments=false",
      "asOf": "2026",
      "note": "No requirement: § 4A-402(a) says members MAY enter into an operating agreement; absent one, the statute's default rules govern."
    },
    {
      "state": "Maryland",
      "rule": "operating_agreement_form",
      "value": "Definition is silent on form (§ 4A-101(q): \"the agreement of the members and any amendments thereto\"); § 4A-402(b)(2): \"Unless the articles of organization specifically require otherwise, the operating agreement need not be in writing\" (i.e., oral permitted; certain consents under § 4A-404 must be written)",
      "cite": "Md. Code, Corps. & Ass'ns § 4A-101(q) (definition); § 4A-402 (operating agreement)",
      "sourceUrl": "https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gca&section=4A-402&enactments=false",
      "asOf": "2026",
      "note": "Without an agreement: Profits and losses allocated among members in proportion to their respective capital contribution values — Md. Code, Corps. & Ass'ns § 4A-503."
    },
    {
      "state": "Massachusetts",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "M.G.L. ch. 156C, § 2(9)",
      "sourceUrl": "https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156C/Section2",
      "asOf": "2026",
      "note": "No requirement to adopt an operating agreement; ch. 156C default rules govern absent an agreement."
    },
    {
      "state": "Massachusetts",
      "rule": "operating_agreement_form",
      "value": "\"any written or oral agreement of the members as to the affairs of a limited liability company and the conduct of its business\" — M.G.L. ch. 156C, § 2(9)",
      "cite": "M.G.L. ch. 156C, § 2(9)",
      "sourceUrl": "https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156C/Section2",
      "asOf": "2026",
      "note": "Without an agreement: Profits and losses allocated on the basis of the agreed value, as stated in company records, of the contributions of each member — M.G.L. ch. 156C, § 29(a)."
    },
    {
      "state": "Michigan",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "MCL 450.4102(2)(r)",
      "sourceUrl": "https://www.legislature.mi.gov/Laws/MCL?objectName=mcl-450-4102",
      "asOf": "2026",
      "note": "No requirement to adopt one — but Michigan is unusual: the statute recognizes only WRITTEN operating agreements; an oral arrangement is not an \"operating agreement\" under the Act, so statutory defaults govern unless there is a writing."
    },
    {
      "state": "Michigan",
      "rule": "operating_agreement_form",
      "value": "\"a written agreement by the member of a limited liability company that has 1 member, or between all of the members of a limited liability company that has more than 1 member\" — MCL 450.4102(2)(r) (written only)",
      "cite": "MCL 450.4102(2)(r)",
      "sourceUrl": "https://www.legislature.mi.gov/Laws/MCL?objectName=mcl-450-4102",
      "asOf": "2026",
      "note": "Without an agreement: Distributions shared in equal shares among members (per capita) for LLCs formed on or after July 1, 1997 (older LLCs keep contribution-based sharing unless changed) — MCL 450.4303."
    },
    {
      "state": "Minnesota",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "Minn. Stat. § 322C.0102, subd. 17 (definition); § 322C.0110 (scope/function)",
      "sourceUrl": "https://www.revisor.mn.gov/statutes/cite/322C.0102",
      "asOf": "2026",
      "note": "RULLCA state — no requirement to adopt an operating agreement; § 322C.0110 supplies default rules when the agreement is silent or absent."
    },
    {
      "state": "Minnesota",
      "rule": "operating_agreement_form",
      "value": "\"whether oral, in a record, implied, or in any combination thereof\" — Minn. Stat. § 322C.0102, subd. 17",
      "cite": "Minn. Stat. § 322C.0102, subd. 17 (definition); § 322C.0110 (scope/function)",
      "sourceUrl": "https://www.revisor.mn.gov/statutes/cite/322C.0102",
      "asOf": "2026",
      "note": "Without an agreement: Distributions before dissolution must be in equal shares among members (per capita) — Minn. Stat. § 322C.0404, subd. 1."
    },
    {
      "state": "Mississippi",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "Miss. Code § 79-29-105(t)",
      "sourceUrl": "https://codes.findlaw.com/ms/title-79-corporations-associations-and-partnerships/ms-code-sect-79-29-105.html",
      "asOf": "2026",
      "note": "No requirement to adopt an LLC agreement; the Act's default provisions (Delaware-influenced) apply absent one."
    },
    {
      "state": "Mississippi",
      "rule": "operating_agreement_form",
      "value": "\"written, oral or implied\" — Miss. Code § 79-29-105(t) (\"'Operating agreement' or 'limited liability company agreement' means any agreement... written, oral or implied, of the member or members\")",
      "cite": "Miss. Code § 79-29-105(t)",
      "sourceUrl": "https://codes.findlaw.com/ms/title-79-corporations-associations-and-partnerships/ms-code-sect-79-29-105.html",
      "asOf": "2026",
      "note": "Without an agreement: Profits and losses allocated on the basis of the agreed value, as stated in required company records (§ 79-29-115), of the contributions made by each owner of a financial interest — Miss. Code § 79-29-505."
    },
    {
      "state": "Missouri",
      "rule": "operating_agreement_required",
      "value": "yes",
      "cite": "Mo. Rev. Stat. § 347.081.1 (shall adopt); § 347.015(13) (definition)",
      "sourceUrl": "https://revisor.mo.gov/main/OneSection.aspx?section=347.081",
      "asOf": "2026",
      "note": "Mo. Rev. Stat. § 347.081.1: \"The member or members of a limited liability company shall adopt an operating agreement...\" — an affirmative statutory duty. Because § 347.015(13) defines the operating agreement as \"any valid agreement or agreements, written or oral, among all members, or written declaration by the sole member,\" an oral agreement satisfies it for multi-member LLCs; a single-member LLC needs a written declaration. Nothing is filed with the state and the statute specifies no penalty for noncompliance."
    },
    {
      "state": "Missouri",
      "rule": "operating_agreement_form",
      "value": "\"any valid agreement or agreements, written or oral, among all members, or written declaration by the sole member\" — Mo. Rev. Stat. § 347.015(13)",
      "cite": "Mo. Rev. Stat. § 347.081.1 (shall adopt); § 347.015(13) (definition)",
      "sourceUrl": "https://revisor.mo.gov/main/OneSection.aspx?section=347.081",
      "asOf": "2026",
      "note": "Without an agreement: Absent contrary agreement, distributions are shared first in proportion to the value of members' contributions until contributions are returned, then equally — Mo. Rev. Stat. § 347.101(2)."
    },
    {
      "state": "Montana",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "Mont. Code Ann. § 35-8-102(23) (definition); § 35-8-109 (effect of operating agreement)",
      "sourceUrl": "https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0010/section_0020/0350-0080-0010-0020.html",
      "asOf": "2026",
      "note": "Not required. Mont. Code Ann. § 35-8-109(1): all members \"may enter into an operating agreement, which need not be in writing\"; absent one, the act's default rules govern relations among members and the company."
    },
    {
      "state": "Montana",
      "rule": "operating_agreement_form",
      "value": "Written or oral — the definition in § 35-8-102(23) (\"an agreement, including amendments, as to the conduct of the business and affairs of a limited liability company... binding upon all of the members\") specifies no form, and § 35-8-109(1) expressly says the agreement \"need not be in writing\".",
      "cite": "Mont. Code Ann. § 35-8-102(23) (definition); § 35-8-109 (effect of operating agreement)",
      "sourceUrl": "https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0010/section_0020/0350-0080-0010-0020.html",
      "asOf": "2026",
      "note": "Without an agreement: With no operating agreement, each member shares equally in any distribution regardless of contribution size — Mont. Code Ann. § 35-8-601 (\"each member shall share equally in any distribution\")."
    },
    {
      "state": "Nebraska",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "Neb. Rev. Stat. § 21-102(14) (definition); § 21-110 (operating agreement scope)",
      "sourceUrl": "https://nebraskalegislature.gov/laws/statutes.php?statute=21-102",
      "asOf": "2026",
      "note": "Not required. RULLCA-based act: the operating agreement is defined permissively and the act supplies default rules for any matter the agreement does not cover; no adoption mandate exists."
    },
    {
      "state": "Nebraska",
      "rule": "operating_agreement_form",
      "value": "\"whether oral, in a record, implied, or in any combination thereof\" — Neb. Rev. Stat. § 21-102(14): \"the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member\".",
      "cite": "Neb. Rev. Stat. § 21-102(14) (definition); § 21-110 (operating agreement scope)",
      "sourceUrl": "https://nebraskalegislature.gov/laws/statutes.php?statute=21-102",
      "asOf": "2026",
      "note": "Without an agreement: With no operating agreement, pre-dissolution distributions \"must be in equal shares among members and dissociated members\" (per capita, not by contribution) — Neb. Rev. Stat. § 21-133(a) (RULLCA § 404)."
    },
    {
      "state": "Nevada",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "Nev. Rev. Stat. § 86.101 (definition); § 86.286 (adoption optional)",
      "sourceUrl": "https://www.leg.state.nv.us/NRS/NRS-086.html#NRS086Sec286",
      "asOf": "2026",
      "note": "Not required. NRS 86.286(1): \"A limited-liability company may, but is not required to, adopt an operating agreement.\" Adoption is by unanimous vote or unanimous written consent of the members (any tangible or electronic format) or by the sole member."
    },
    {
      "state": "Nevada",
      "rule": "operating_agreement_form",
      "value": "\"any valid agreement of the members as to the affairs of a limited-liability company and the conduct of its business, whether in any tangible or electronic format\" — NRS 86.101. Nevada does not recognize oral or implied operating agreements; the agreement must exist in tangible or electronic form.",
      "cite": "Nev. Rev. Stat. § 86.101 (definition); § 86.286 (adoption optional)",
      "sourceUrl": "https://www.leg.state.nv.us/NRS/NRS-086.html#NRS086Sec286",
      "asOf": "2026",
      "note": "Without an agreement: With no operating agreement provision, distributions \"must be allocated proportionately to the value, as shown in the records of the company, of the contributions made by each member and not returned\" — NRS 86.341."
    },
    {
      "state": "New Hampshire",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "N.H. RSA 304-C:16 (definition); RSA 304-C:40 (form)",
      "sourceUrl": "https://law.justia.com/codes/new-hampshire/title-xxviii/chapter-304-c/section-304-c-40/",
      "asOf": "2026",
      "note": "Not required. RSA 304-C:40 is permissive (\"an operating agreement... may be written, oral, or implied\"); the act supplies default rules when members have no agreement."
    },
    {
      "state": "New Hampshire",
      "rule": "operating_agreement_form",
      "value": "\"written, oral, or implied by course of dealing or otherwise\" — RSA 304-C:40 (Form of Operating Agreement): unless a written operating agreement provides otherwise, an operating agreement, including amendments, may be written, oral, or implied by course of dealing or otherwise.",
      "cite": "N.H. RSA 304-C:16 (definition); RSA 304-C:40 (form)",
      "sourceUrl": "https://law.justia.com/codes/new-hampshire/title-xxviii/chapter-304-c/section-304-c-40/",
      "asOf": "2026",
      "note": "Without an agreement: Unless the operating agreement provides otherwise, profits and losses are allocated on the basis of the agreed value of the contributions made by each member (received and not returned) — N.H. RSA 304-C:90."
    },
    {
      "state": "New Jersey",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "N.J. Stat. § 42:2C-2 (definition); § 42:2C-11 (scope)",
      "sourceUrl": "https://codes.findlaw.com/nj/title-42-partnerships-and-partnership-associations/nj-st-sect-42-2c-2/",
      "asOf": "2026",
      "note": "Not required. RULLCA state: the operating agreement is defined permissively, and to the extent it does not provide for a matter, the act's default rules govern (N.J. Stat. § 42:2C-11(b)); no adoption mandate exists."
    },
    {
      "state": "New Jersey",
      "rule": "operating_agreement_form",
      "value": "\"whether oral, in a record, implied, or in any combination thereof\" — N.J. Stat. § 42:2C-2: \"the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member\".",
      "cite": "N.J. Stat. § 42:2C-2 (definition); § 42:2C-11 (scope)",
      "sourceUrl": "https://codes.findlaw.com/nj/title-42-partnerships-and-partnership-associations/nj-st-sect-42-2c-2/",
      "asOf": "2026",
      "note": "Without an agreement: With no operating agreement, pre-dissolution distributions \"shall be in equal shares among members and dissociated members\" (per capita, not by contribution) — N.J. Stat. § 42:2C-34(a)."
    },
    {
      "state": "New Mexico",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "NMSA 1978, § 53-19-2(O) (definition)",
      "sourceUrl": "https://codes.findlaw.com/nm/chapter-53-corporations/nm-st-sect-53-19-2/",
      "asOf": "2026",
      "note": "Not required. The act operates whether or not members adopt one; statutory defaults apply when the articles of organization and any operating agreement are silent."
    },
    {
      "state": "New Mexico",
      "rule": "operating_agreement_form",
      "value": "Written only — NMSA 1978, § 53-19-2(O): \"'operating agreement' means a written agreement providing for the conduct of the business and affairs of a limited liability company and that agreement as amended in writing\". New Mexico's statutory definition does not recognize oral or implied operating agreements.",
      "cite": "NMSA 1978, § 53-19-2(O) (definition)",
      "sourceUrl": "https://codes.findlaw.com/nm/chapter-53-corporations/nm-st-sect-53-19-2/",
      "asOf": "2026",
      "note": "Without an agreement: If neither the articles of organization nor an operating agreement provides for allocation, profits and losses \"shall be allocated among the members in proportion to the value of their respective contributions to capital, adjusted to reflect all withdrawals from capital\" — NMSA 1978, § 53-19-22."
    },
    {
      "state": "New York",
      "rule": "operating_agreement_required",
      "value": "yes",
      "cite": "N.Y. LLC Law § 417 (written operating agreement required; 90-day window)",
      "sourceUrl": "https://www.nysenate.gov/legislation/laws/LLC/417",
      "asOf": "2026",
      "note": "REQUIRED and must be written. NY LLC Law § 417(a): \"the members of a limited liability company shall adopt a written operating agreement\". It may be entered into before, at the time of, or within 90 days after the filing of the articles of organization (§ 417 per current nysenate.gov text). The statute specifies no penalty for noncompliance: New York courts have not invalidated LLCs or stripped limited liability for failure to adopt one; the LLC Law's statutory default rules simply govern."
    },
    {
      "state": "New York",
      "rule": "operating_agreement_form",
      "value": "Written — § 417(a) requires a \"written operating agreement\"; oral or implied operating agreements do not satisfy the statute.",
      "cite": "N.Y. LLC Law § 417 (written operating agreement required; 90-day window)",
      "sourceUrl": "https://www.nysenate.gov/legislation/laws/LLC/417",
      "asOf": "2026",
      "note": "Without an agreement: Absent an operating agreement provision, profits and losses are allocated on the basis of the value of each member's contributions (pro rata by contributions, not equally) — N.Y. LLC Law § 503."
    },
    {
      "state": "North Carolina",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "N.C. Gen. Stat. § 57D-1-03 (definition of operating agreement)",
      "sourceUrl": "https://www.ncleg.gov/enactedlegislation/statutes/html/bysection/chapter_57d/gs_57d-1-03.html",
      "asOf": "2026",
      "note": "Not required. The definition is permissive (\"any agreement... may be in any form\") and Chapter 57D supplies default rules that apply absent an agreement."
    },
    {
      "state": "North Carolina",
      "rule": "operating_agreement_form",
      "value": "\"written, oral, or implied, or any combination thereof\" — G.S. 57D-1-03: \"the operating agreement may be in any form, including written, oral, or implied, or any combination thereof\" (subject to other controlling law).",
      "cite": "N.C. Gen. Stat. § 57D-1-03 (definition of operating agreement)",
      "sourceUrl": "https://www.ncleg.gov/enactedlegislation/statutes/html/bysection/chapter_57d/gs_57d-1-03.html",
      "asOf": "2026",
      "note": "Without an agreement: Default interim distributions are made \"in proportion to the ratios that the aggregate contribution amounts of the interest owners bear to one another\" (pro rata by contributions) — N.C. Gen. Stat. § 57D-4-03."
    },
    {
      "state": "North Dakota",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "N.D. Cent. Code § 10-32.1-02(36) (definition); § 10-32.1-01 (citation)",
      "sourceUrl": "https://ndlegis.gov/cencode/t10c32-1.pdf",
      "asOf": "2026",
      "note": "Not required. RULLCA-based act (cited per § 10-32.1-01 as the \"North Dakota Uniform Limited Liability Company Act\"): the operating agreement is defined permissively and the chapter's default rules govern any matter it does not cover."
    },
    {
      "state": "North Dakota",
      "rule": "operating_agreement_form",
      "value": "\"whether oral, in a record, implied, or in any combination thereof\" — N.D. Cent. Code § 10-32.1-02(36): \"the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof\" of all the members.",
      "cite": "N.D. Cent. Code § 10-32.1-02(36) (definition); § 10-32.1-01 (citation)",
      "sourceUrl": "https://ndlegis.gov/cencode/t10c32-1.pdf",
      "asOf": "2026",
      "note": "Without an agreement: For LLCs created after July 31, 2017, default pre-dissolution distributions \"must be in proportion to the value of the contributions of the members\" (North Dakota amended away RULLCA's equal-shares default; LLCs created before that date keep equal shares) — N.D. Cent. Code § 10-32.1-30."
    },
    {
      "state": "Ohio",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "Ohio Rev. Code § 1706.01(R) (definition); § 1706.08 (effect)",
      "sourceUrl": "https://codes.ohio.gov/ohio-revised-code/section-1706.01",
      "asOf": "2026",
      "note": "Not required. R.C. 1706.08(A): the operating agreement governs relations among members and the company, and to the extent it does not provide for a matter, chapter 1706 governs; there is no adoption mandate."
    },
    {
      "state": "Ohio",
      "rule": "operating_agreement_form",
      "value": "\"any valid agreement, written or oral, of the members, or any written declaration of the sole member, as to the affairs and activities of a limited liability company and any series thereof\" — R.C. 1706.01(R). Written or oral (ORLLCA did not adopt RULLCA's \"implied\" language).",
      "cite": "Ohio Rev. Code § 1706.01(R) (definition); § 1706.08 (effect)",
      "sourceUrl": "https://codes.ohio.gov/ohio-revised-code/section-1706.01",
      "asOf": "2026",
      "note": "Without an agreement: With no operating agreement provision, \"all members shall share equally in any distributions made by a limited liability company before its dissolution and winding up\" (per capita, not by contribution) — Ohio Rev. Code § 1706.29."
    },
    {
      "state": "Oklahoma",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "18 Okla. Stat. § 2001 (definition; subsec. 16 in current numbering)",
      "sourceUrl": "https://law.justia.com/codes/oklahoma/title-18/section-18-2001/",
      "asOf": "2026",
      "note": "Not required. The act defines the operating agreement permissively (\"any agreement of the members\") and § 2025 and related sections supply defaults \"except as otherwise provided in the operating agreement\"; no adoption mandate exists."
    },
    {
      "state": "Oklahoma",
      "rule": "operating_agreement_form",
      "value": "\"whether oral, in a record, implied, or in any combination thereof\" — 18 Okla. Stat. § 2001: \"'Operating agreement', regardless of whether referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, means any agreement of the members, including a sole member, as to the affairs of a limited liability company and the conduct of its business\".",
      "cite": "18 Okla. Stat. § 2001 (definition; subsec. 16 in current numbering)",
      "sourceUrl": "https://law.justia.com/codes/oklahoma/title-18/section-18-2001/",
      "asOf": "2026",
      "note": "Without an agreement: Except as the operating agreement provides otherwise, profits and losses are allocated \"on the basis of the agreed value, as stated in the records of the limited liability company, of the contributions made by each member\" (received and not returned) — 18 Okla. Stat. § 2025."
    },
    {
      "state": "Oregon",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "ORS 63.001 (definition); ORS 63.057 (operating agreement optional)",
      "sourceUrl": "https://oregon.public.law/statutes/ors_63.001",
      "asOf": "2026",
      "note": "Not required. ORS 63.057 refers to \"the operating agreement, if any\", and the definition covers \"any valid agreement\" of the member or members; ORS chapter 63 defaults apply when there is none."
    },
    {
      "state": "Oregon",
      "rule": "operating_agreement_form",
      "value": "\"any valid agreement, written or oral\" — ORS 63.001: \"'Operating agreement' means any valid agreement, written or oral, of the member or members as to the affairs of a limited liability company and the conduct of the limited liability company's business\".",
      "cite": "ORS 63.001 (definition); ORS 63.057 (operating agreement optional)",
      "sourceUrl": "https://oregon.public.law/statutes/ors_63.001",
      "asOf": "2026",
      "note": "Without an agreement: If neither the articles of organization nor any operating agreement provides for allocation, \"profits and losses shall be allocated among all the members equally\" (per capita) — ORS 63.185."
    },
    {
      "state": "Pennsylvania",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "15 Pa.C.S. § 8812 (definition); § 8815 (scope)",
      "sourceUrl": "https://codes.findlaw.com/pa/title-15-pacsa-corporations-and-unincorporated-associations/pa-csa-sect-15-8812/",
      "asOf": "2026",
      "note": "Not required. RULLCA-based: 15 Pa.C.S. § 8811(a) names the act; the operating agreement is defined permissively and § 8815 makes chapter 88's default rules govern any matter the agreement does not cover."
    },
    {
      "state": "Pennsylvania",
      "rule": "operating_agreement_form",
      "value": "\"whether oral, implied, in record form or in any combination thereof\" — 15 Pa.C.S. § 8812: \"The agreement, whether or not referred to as an operating agreement and whether oral, implied, in record form or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning matters described in section 8815(a)\".",
      "cite": "15 Pa.C.S. § 8812 (definition); § 8815 (scope)",
      "sourceUrl": "https://codes.findlaw.com/pa/title-15-pacsa-corporations-and-unincorporated-associations/pa-csa-sect-15-8812/",
      "asOf": "2026",
      "note": "Without an agreement: With no operating agreement provision, pre-dissolution distributions \"shall be in equal shares among members and persons dissociated as members\" (per capita, not by contribution) — 15 Pa.C.S. § 8844(a)."
    },
    {
      "state": "Rhode Island",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "R.I. Gen. Laws § 7-16-2(23)",
      "sourceUrl": "https://web.archive.org/web/20230128002357/http://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-2.htm",
      "asOf": "2026",
      "note": "Not required. The Act defines an operating agreement as \"any agreement, written or oral, of the members\" (§ 7-16-2(23)) and throughout uses \"unless otherwise provided in the operating agreement\" default language; no section directs an LLC to adopt one. The definition also covers a document adopted by the sole member of a single-member LLC."
    },
    {
      "state": "Rhode Island",
      "rule": "operating_agreement_form",
      "value": "\"any agreement, written or oral, of the members as to the affairs of a limited-liability company and the conduct of its business\"; also \"a document adopted by the sole member\" of a single-member LLC (R.I. Gen. Laws § 7-16-2(23))",
      "cite": "R.I. Gen. Laws § 7-16-2(23)",
      "sourceUrl": "https://web.archive.org/web/20230128002357/http://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-2.htm",
      "asOf": "2026",
      "note": "Without an agreement: Profits and losses are allocated to each member \"on the basis of the member's capital value\" unless the articles of organization or operating agreement provide otherwise — R.I. Gen. Laws § 7-16-26."
    },
    {
      "state": "South Carolina",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "S.C. Code Ann. § 33-44-103",
      "sourceUrl": "https://www.scstatehouse.gov/code/t33c044.php",
      "asOf": "2026",
      "note": "Not required. § 33-44-103(a): all members \"may enter into an operating agreement, which need not be in writing\"; to the extent it does not otherwise provide, the chapter governs relations among members, managers, and the company."
    },
    {
      "state": "South Carolina",
      "rule": "operating_agreement_form",
      "value": "\"may enter into an operating agreement, which need not be in writing, to regulate the affairs of the company and the conduct of its business\" (S.C. Code § 33-44-103(a))",
      "cite": "S.C. Code Ann. § 33-44-103",
      "sourceUrl": "https://www.scstatehouse.gov/code/t33c044.php",
      "asOf": "2026",
      "note": "Without an agreement: Distributions made before dissolution and winding up \"must be in equal shares\" (per capita, not by contribution) — S.C. Code Ann. § 33-44-405(a)."
    },
    {
      "state": "South Dakota",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "SDCL §§ 47-34A-101(14), 47-34A-103",
      "sourceUrl": "https://sdlegislature.gov/Statutes/47-34A-103",
      "asOf": "2026",
      "note": "Not required. SDCL 47-34A-103(a): \"all members of a limited liability company may enter into an operating agreement, which need not be in writing\"; the chapter supplies default rules where the agreement is silent. Definition at SDCL 47-34A-101(14)."
    },
    {
      "state": "South Dakota",
      "rule": "operating_agreement_form",
      "value": "\"any valid agreement, either written or oral, under § 47-34A-103 concerning the relations among the members, managers, and limited liability company\" (SDCL 47-34A-101(14)); \"need not be in writing\" (47-34A-103(a))",
      "cite": "SDCL §§ 47-34A-101(14), 47-34A-103",
      "sourceUrl": "https://sdlegislature.gov/Statutes/47-34A-103",
      "asOf": "2026",
      "note": "Without an agreement: Distributions made before dissolution and winding up \"must be in equal shares\" — SDCL § 47-34A-405(a)."
    },
    {
      "state": "Tennessee",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "Tenn. Code Ann. §§ 48-249-102(24), 48-249-203",
      "sourceUrl": "https://codes.findlaw.com/tn/title-48-corporations-and-associations/tn-code-sect-48-249-203.html",
      "asOf": "2026",
      "note": "Not required. Tenn. Code Ann. § 48-249-203(a): all members \"may enter into an operating agreement\"; \"an operating agreement need not be in writing\" except to the extent the articles or a written provision of an operating agreement specifically require otherwise. (Tennessee's older 1994 act, ch. 248, still governs pre-2006 LLCs that did not opt in to the Revised Act.)"
    },
    {
      "state": "Tennessee",
      "rule": "operating_agreement_form",
      "value": "\"'Operating agreement' means an agreement described in § 48-249-203(a)\" (§ 48-249-102(24)); it may be written or oral — \"an operating agreement need not be in writing\" (§ 48-249-203(a))",
      "cite": "Tenn. Code Ann. §§ 48-249-102(24), 48-249-203",
      "sourceUrl": "https://codes.findlaw.com/tn/title-48-corporations-and-associations/tn-code-sect-48-249-203.html",
      "asOf": "2026",
      "note": "Without an agreement: If the LLC documents are silent, distributions (including on termination) \"shall be allocated among the members and holders of financial rights in equal shares\" — Tenn. Code Ann. § 48-249-305(b)."
    },
    {
      "state": "Texas",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "Tex. Bus. Orgs. Code §§ 101.001(1), 101.052",
      "sourceUrl": "https://web.archive.org/web/20231205143830/https://statutes.capitol.texas.gov/Docs/BO/htm/BO.101.htm",
      "asOf": "2026",
      "note": "Not required. Texas calls it a \"company agreement,\" not an operating agreement (Tex. Bus. Orgs. Code § 101.001(1)). § 101.052 makes the company agreement the governing document but is permissive: to the extent it does not otherwise provide, the statute's default rules govern the company's internal affairs. Definition amended by Acts 2023, 88th Leg. (SB 1514) to add \"implied\" agreements."
    },
    {
      "state": "Texas",
      "rule": "operating_agreement_form",
      "value": "\"'Company agreement' means any agreement, written, implied, or oral, of the members concerning the affairs or the conduct of the business of a limited liability company\"; a single-member company agreement \"is not unenforceable because only one person is a party\" (§ 101.001(1))",
      "cite": "Tex. Bus. Orgs. Code §§ 101.001(1), 101.052",
      "sourceUrl": "https://web.archive.org/web/20231205143830/https://statutes.capitol.texas.gov/Docs/BO/htm/BO.101.htm",
      "asOf": "2026",
      "note": "Without an agreement: Profits and losses \"shall be allocated to each member ... on the basis of the agreed value of the contributions made by each member\" as stated in company records — Tex. Bus. Orgs. Code § 101.201."
    },
    {
      "state": "Utah",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "Utah Code §§ 48-3a-102(16), 48-3a-112",
      "sourceUrl": "https://le.utah.gov/xcode/Title48/Chapter3A/48-3a-S102.html",
      "asOf": "2026",
      "note": "Not required. RULLCA-style: the operating agreement (which can be oral or implied) governs the matters in § 48-3a-112(1); to the extent it does not, the chapter's default rules govern (§ 48-3a-112(2)). Note: the Utah Legislature has scheduled a renumbering of this chapter effective Oct. 1, 2026."
    },
    {
      "state": "Utah",
      "rule": "operating_agreement_form",
      "value": "\"the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record, or in any combination thereof, of all the members of a limited liability company, including a sole member\" (Utah Code § 48-3a-102(16))",
      "cite": "Utah Code §§ 48-3a-102(16), 48-3a-112",
      "sourceUrl": "https://le.utah.gov/xcode/Title48/Chapter3A/48-3a-S102.html",
      "asOf": "2026",
      "note": "Without an agreement: Distributions made before dissolution and winding up \"must be in equal shares among members and persons dissociated as members\" — Utah Code § 48-3a-404(1)."
    },
    {
      "state": "Vermont",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "11 V.S.A. §§ 4001(20), 4003",
      "sourceUrl": "https://legislature.vermont.gov/statutes/section/11/025/04001",
      "asOf": "2026",
      "note": "Not required. 11 V.S.A. § 4003(a): an operating agreement regulates the affairs of the company; \"to the extent the operating agreement does not otherwise provide, this chapter governs.\" Vermont's definition is unusually broad — any agreed \"description of membership rights and obligations\" in any tangible or electronic medium. (Chapter 25 has no statutory short title; \"Limited Liability Companies\" is the chapter heading.)"
    },
    {
      "state": "Vermont",
      "rule": "operating_agreement_form",
      "value": "\"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, including amendments to the agreement\" (11 V.S.A. § 4001(20))",
      "cite": "11 V.S.A. §§ 4001(20), 4003",
      "sourceUrl": "https://legislature.vermont.gov/statutes/section/11/025/04001",
      "asOf": "2026",
      "note": "Without an agreement: Profits and losses are allocated, and pre-dissolution distributions made, \"in proportion to the agreed value ... of the contributions made by each member\" — 11 V.S.A. § 4055(a)-(b) (Vermont rejected RULLCA's equal-shares default)."
    },
    {
      "state": "Virginia",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "Va. Code Ann. § 13.1-1023",
      "sourceUrl": "https://law.lis.virginia.gov/vacode/title13.1/chapter12/section13.1-1023/",
      "asOf": "2026",
      "note": "Not required. Va. Code § 13.1-1023(A)(1): members \"may enter into any operating agreement\" (permissive); § 13.1-1023(B)(1): \"an operating agreement need not be in writing.\" Single-member LLC writings and certain oral arrangements are also recognized (§ 13.1-1023(A)(2))."
    },
    {
      "state": "Virginia",
      "rule": "operating_agreement_form",
      "value": "members \"may enter into any operating agreement to regulate or establish the affairs of the limited liability company\"; \"an operating agreement need not be in writing\" (Va. Code § 13.1-1023(A)(1), (B)(1))",
      "cite": "Va. Code Ann. § 13.1-1023",
      "sourceUrl": "https://law.lis.virginia.gov/vacode/title13.1/chapter12/section13.1-1023/",
      "asOf": "2026",
      "note": "Without an agreement: Profits and losses \"shall be allocated on the basis of the value ... of the contributions made by each member\" as stated in required records — Va. Code Ann. § 13.1-1029."
    },
    {
      "state": "Washington",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "RCW 25.15.006(8); RCW 25.15.018",
      "sourceUrl": "https://app.leg.wa.gov/RCW/default.aspx?cite=25.15.006",
      "asOf": "2026",
      "note": "Not required. Washington calls it a \"limited liability company agreement\" (RCW 25.15.006(8)). RCW 25.15.018: the agreement governs relations among members and the company, and to the extent it \"does not otherwise provide ... this chapter governs.\""
    },
    {
      "state": "Washington",
      "rule": "operating_agreement_form",
      "value": "\"the agreement, including the agreement as amended or restated, whether oral, implied, in a record, or in any combination, of the member or members ... concerning the affairs of the limited liability company and the conduct of its business\" (RCW 25.15.006(8))",
      "cite": "RCW 25.15.006(8); RCW 25.15.018",
      "sourceUrl": "https://app.leg.wa.gov/RCW/default.aspx?cite=25.15.006",
      "asOf": "2026",
      "note": "Without an agreement: If the LLC agreement does not provide otherwise, \"distributions are made in proportion to the agreed value of the contributions made and any contributions required to be made\" — RCW 25.15.206."
    },
    {
      "state": "West Virginia",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "W. Va. Code § 31B-1-103",
      "sourceUrl": "https://web.archive.org/web/2025/https://code.wvlegislature.gov/31B-1-103/",
      "asOf": "2026",
      "note": "Not required. W. Va. Code § 31B-1-103(a): \"all members of a limited liability company may enter into an operating agreement, which need not be in writing\"; to the extent it does not otherwise provide, the chapter governs relations among the members, managers and company. (Official code site geo-blocks non-US/datacenter traffic; Wayback/Justia mirrors carry the text.)"
    },
    {
      "state": "West Virginia",
      "rule": "operating_agreement_form",
      "value": "\"may enter into an operating agreement, which need not be in writing, to regulate the affairs of the company and the conduct of its business\" (W. Va. Code § 31B-1-103(a))",
      "cite": "W. Va. Code § 31B-1-103",
      "sourceUrl": "https://web.archive.org/web/2025/https://code.wvlegislature.gov/31B-1-103/",
      "asOf": "2026",
      "note": "Without an agreement: Distributions made before dissolution and winding up \"must be in equal shares\" — W. Va. Code § 31B-4-405(a)."
    },
    {
      "state": "Wisconsin",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "Wis. Stat. §§ 183.0102(13), 183.0105",
      "sourceUrl": "https://docs.legis.wisconsin.gov/statutes/statutes/183/i/0102",
      "asOf": "2026",
      "note": "Not required. RULLCA-style: the operating agreement (which can be oral or implied) governs the matters in Wis. Stat. § 183.0105(1); the chapter's default rules apply to any matter it does not cover. No provision directs an LLC to adopt one."
    },
    {
      "state": "Wisconsin",
      "rule": "operating_agreement_form",
      "value": "\"the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record, or in any combination thereof, of all the members of a limited liability company, including a sole member\" (Wis. Stat. § 183.0102(13))",
      "cite": "Wis. Stat. §§ 183.0102(13), 183.0105",
      "sourceUrl": "https://docs.legis.wisconsin.gov/statutes/statutes/183/i/0102",
      "asOf": "2026",
      "note": "Without an agreement: Pre-dissolution distributions \"must be made proportionally among members and dissociated members on the basis of the value of the contributions made by each such member\" (or per tax-basis capital accounts for LLCs taxed as partnerships) — Wis. Stat. § 183.0404(1) (Wisconsin rejected RULLCA's equal-shares default)."
    },
    {
      "state": "Wyoming",
      "rule": "operating_agreement_required",
      "value": "no",
      "cite": "Wyo. Stat. §§ 17-29-102(a)(xiv), 17-29-110",
      "sourceUrl": "https://wyoleg.gov/statutes/compress/title17.pdf",
      "asOf": "2026",
      "note": "Not required. RULLCA-style: the operating agreement (oral, in a record, implied, or any combination) governs the matters described in Wyo. Stat. § 17-29-110(a); statutory defaults fill any gaps. No provision directs an LLC to adopt one."
    },
    {
      "state": "Wyoming",
      "rule": "operating_agreement_form",
      "value": "\"the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied or in any combination thereof, of all the members of a limited liability company, including a sole member\" (Wyo. Stat. § 17-29-102(a)(xiv))",
      "cite": "Wyo. Stat. §§ 17-29-102(a)(xiv), 17-29-110",
      "sourceUrl": "https://wyoleg.gov/statutes/compress/title17.pdf",
      "asOf": "2026",
      "note": "Without an agreement: Pre-dissolution distributions \"shall be in equal shares among members and dissociated members\" except as otherwise provided in a written or verbal operating agreement — Wyo. Stat. § 17-29-404(a)."
    }
  ]
}