Which States Actually Require an LLC Operating Agreement?

“written, oral or implied ('any agreement (whether referred to as a limited liability company agreement, operating agreement or otherwise), written, oral or implied')” — Ala. Code § 10A-5A-1.02(l)

Without one: 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)).

“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)” — Alaska Stat. § 10.50.990(17) (definition); § 10.50.095 (adoption)

Without one: 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).

“'whether oral, implied, in a record or in any combination thereof'” — Ariz. Rev. Stat. § 29-3102(17)

Without one: '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)).

“'whether oral, implied, in a record, or in any combination thereof'” — Ark. Code Ann. § 4-38-102(13)

Without one: '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)).

“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'” — Colo. Rev. Stat. § 7-80-102(11)(a)

Without one: 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).

“'whether oral, implied, in a record or in any combination thereof' (of all the members, including a sole member)” — Conn. Gen. Stat. § 34-243a(20)

Without one: 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)).

“'any agreement (whether referred to as a limited liability company agreement, operating agreement or otherwise), written, oral or implied'” — 6 Del. C. § 18-101(9)

Without one: 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).

“'whether oral, in a record, implied, or in any combination thereof'” — D.C. Code § 29-801.02(10)

Without one: '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)).

“'which may be oral, implied, in a record, or in any combination thereof'” — Fla. Stat. § 605.0102(45)

Without one: 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)).

“'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)” — O.C.G.A. § 14-11-101(18)

Without one: 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).

“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” — Haw. Rev. Stat. § 428-101 (definition); § 428-103(a) (effect)

Without one: '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)).

“'whether oral, implied, in a record, or in any combination thereof'” — Idaho Code § 30-25-102(9)

Without one: '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)).

“"whether oral, in a record, implied, or in any combination thereof" — 805 ILCS 180/1-5 (definition of "operating agreement", referencing Section 15-5)” — 805 ILCS 180/1-5 (definition); 805 ILCS 180/15-5 (operating agreement, scope)

Without one: Distributions before dissolution must be in equal shares among members (per capita) — 805 ILCS 180/25-1(a).

“"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” — Ind. Code § 23-18-1-16 (definition); Ind. Code § 23-18-4-4 (effect of written provisions)

Without one: 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).

“"whether oral, implied, in a record, or in any combination thereof" — Iowa Code § 489.102(19)” — Iowa Code § 489.102(19) (definition); Iowa Code § 489.105 (scope/function)

Without one: Distributions before dissolution must be in equal shares among members and dissociated members (per capita) — Iowa Code § 489.404(1).

“"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")” — K.S.A. 17-7663(m)

Without one: 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).

“"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)” — KRS 275.015(21) (definition); KRS 275.180 (written-agreement requirements for certain waivers)

Without one: 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.

“"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)” — La. R.S. 12:1301(A)(16)

Without one: Absent a written provision, interim distributions are made equally to the members (per capita) — La. R.S. 12:1324.

“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)” — Md. Code, Corps. & Ass'ns § 4A-101(q) (definition); § 4A-402 (operating agreement)

Without one: Profits and losses allocated among members in proportion to their respective capital contribution values — Md. Code, Corps. & Ass'ns § 4A-503.

“"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)” — M.G.L. ch. 156C, § 2(9)

Without one: 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).

“"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)” — MCL 450.4102(2)(r)

Without one: 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.

“"whether oral, in a record, implied, or in any combination thereof" — Minn. Stat. § 322C.0102, subd. 17” — Minn. Stat. § 322C.0102, subd. 17 (definition); § 322C.0110 (scope/function)

Without one: Distributions before dissolution must be in equal shares among members (per capita) — Minn. Stat. § 322C.0404, subd. 1.

“"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")” — Miss. Code § 79-29-105(t)

Without one: 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.

“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".” — Mont. Code Ann. § 35-8-102(23) (definition); § 35-8-109 (effect of operating agreement)

Without one: 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").

“"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".” — Neb. Rev. Stat. § 21-102(14) (definition); § 21-110 (operating agreement scope)

Without one: 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).

“"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.” — Nev. Rev. Stat. § 86.101 (definition); § 86.286 (adoption optional)

Without one: 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.

“"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.” — N.H. RSA 304-C:16 (definition); RSA 304-C:40 (form)

Without one: 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.

“"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".” — N.J. Stat. § 42:2C-2 (definition); § 42:2C-11 (scope)

Without one: 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).

“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.” — NMSA 1978, § 53-19-2(O) (definition)

Without one: 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.

“"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).” — N.C. Gen. Stat. § 57D-1-03 (definition of operating agreement)

Without one: 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.

“"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.” — N.D. Cent. Code § 10-32.1-02(36) (definition); § 10-32.1-01 (citation)

Without one: 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.

“"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).” — Ohio Rev. Code § 1706.01(R) (definition); § 1706.08 (effect)

Without one: 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.

“"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".” — 18 Okla. Stat. § 2001 (definition; subsec. 16 in current numbering)

Without one: 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.

“"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".” — ORS 63.001 (definition); ORS 63.057 (operating agreement optional)

Without one: 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.

“"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)".” — 15 Pa.C.S. § 8812 (definition); § 8815 (scope)

Without one: 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).

“"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))” — R.I. Gen. Laws § 7-16-2(23)

Without one: 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.

“"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))” — S.C. Code Ann. § 33-44-103

Without one: 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).

“"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))” — SDCL §§ 47-34A-101(14), 47-34A-103

Without one: Distributions made before dissolution and winding up "must be in equal shares" — SDCL § 47-34A-405(a).

“"'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))” — Tenn. Code Ann. §§ 48-249-102(24), 48-249-203

Without one: 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).

“"'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))” — Tex. Bus. Orgs. Code §§ 101.001(1), 101.052

Without one: 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.

“"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))” — Utah Code §§ 48-3a-102(16), 48-3a-112

Without one: 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).

“"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))” — 11 V.S.A. §§ 4001(20), 4003

Without one: 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).

“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))” — Va. Code Ann. § 13.1-1023

Without one: 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.

“"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))” — RCW 25.15.006(8); RCW 25.15.018

Without one: 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.

“"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))” — W. Va. Code § 31B-1-103

Without one: Distributions made before dissolution and winding up "must be in equal shares" — W. Va. Code § 31B-4-405(a).

“"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))” — Wis. Stat. §§ 183.0102(13), 183.0105

Without one: 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).

“"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))” — Wyo. Stat. §§ 17-29-102(a)(xiv), 17-29-110

Without one: 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).