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North Carolina, United States

North Carolina LLC Operating Agreement

Set out who owns your North Carolina LLC, who manages it, and how profits are split — and download a print-ready PDF. Single-member or multi-member. Free, no signup. The preview updates as you type.

Reflects current North Carolina rules · 2026Official source linkedFree PDF · no signup · nothing uploaded

Maintained by the SealForms editorial team · Every state-specific figure on this page is cited to its statute or official agency page · Dataset last verified 2026 · Not legal advice.

North Carolina LLC act rules · as of 2026

Required by law?
No — but strongly recommended
Recognized form
"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).
Governing act
North Carolina Limited Liability Company Act (N.C. Gen. Stat. Chapter 57D, effective 2014)

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. Source: N.C. Gen. Stat. § 57D-1-03 (definition of operating agreement) · verify ↗.

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Operating Agreement

of __________ · State of North Carolina

This Operating Agreement (the "Agreement") is made effective __________ by the member(s) of __________ (the "Company"), a limited liability company organized under the North Carolina Limited Liability Company Act (N.C. Gen. Stat. Chapter 57D, effective 2014), with its principal office at __________ .

1. Formation & purpose. The Company was formed under North Carolina law by filing its formation document with the state. Its purpose is: __________ , and any other lawful activity under the North Carolina Limited Liability Company Act (N.C. Gen. Stat. Chapter 57D, effective 2014).

2. Members & ownership. The membership interests are: __________ — ____%; __________ — ____%. For a single-member company, the sole member holds 100% and the second line is left blank.

3. Management. The Company is __________ . If manager-managed, the manager is __________ , who may bind the Company in the ordinary course of business; major decisions (admitting members, selling substantially all assets, dissolution, amending this Agreement) require the consent of members holding a majority of the membership interests.

4. Capital contributions. The members have contributed: __________ . No member is required to make additional contributions without their written consent.

5. Allocations & distributions. Profits and losses are allocated, and distributions made, in proportion to the ownership percentages in Section 2, at the times the members (or manager) determine, subject to the North Carolina Limited Liability Company Act (N.C. Gen. Stat. Chapter 57D, effective 2014)'s limits on distributions.

6. Records, amendment & law. The Company keeps its records at the principal office; each member may inspect them. This Agreement may be amended only in writing signed by all members. It is governed byNorth Carolina law and is binding on the members, their successors, and assigns.

Member 1 signature / date
Member 2 signature / date

Generated with SealFormsReflects North Carolina law · verified 2026

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    Why your North Carolina LLC needs this — even single-member

    • It overrides the default rules. Without an agreement, the North Carolina Limited Liability Company Act (N.C. Gen. Stat. Chapter 57D, effective 2014) decides how profits are split and who can act for the company — not you.
    • It protects limited liability. A written agreement is core evidence that the LLC is a real, separate entity.
    • Banks and lenders ask for it. Opening a business account or getting a loan routinely requires it.

    North Carolina law

    No — North Carolina does not require an operating agreement (as of 2026): Not required. The definition is permissive ("any agreement... may be in any form") and Chapter 57D supplies default rules that apply absent an agreement.. But without one, the default rules of the North Carolina Limited Liability Company Act (N.C. Gen. Stat. Chapter 57D, effective 2014) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: N.C. Gen. Stat. § 57D-1-03 (definition of operating agreement). Check the current North Carolina LLC rules before relying on any default.

    Frequently asked questions

    Is an operating agreement required in North Carolina?

    No — North Carolina does not require an operating agreement (as of 2026): Not required. The definition is permissive ("any agreement... may be in any form") and Chapter 57D supplies default rules that apply absent an agreement.. But without one, the default rules of the North Carolina Limited Liability Company Act (N.C. Gen. Stat. Chapter 57D, effective 2014) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: N.C. Gen. Stat. § 57D-1-03 (definition of operating agreement).

    Does a single-member LLC need an operating agreement?

    It is not usually legally required, but yes in practice: a written agreement helps prove the LLC is a separate entity (protecting limited liability), is routinely requested by banks and lenders, and controls what happens if you bring in a partner or pass the business on. For a single member, it is a short document — this template works for that case.

    Does the operating agreement get filed with the state?

    No. Unlike the formation certificate (articles of organization), the operating agreement is an internal document — you sign it, keep it with your records, and give each member a copy. Banks, lenders, and courts may ask to see it, but no North Carolina agency records it.

    Can the agreement be oral in North Carolina?

    North Carolina's statute recognizes: "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)). Even where oral or implied agreements count, put yours in writing — proving an oral term in a dispute between members is exactly the fight the document exists to prevent.

    How does North Carolina compare? See which states actually require an operating agreement, every claim cited to the state LLC act.

    How North Carolina compares

    Computed from our 51-jurisdiction dataset (as of 2026). Source for North Carolina: N.C. Gen. Stat. § 57D-1-03 (definition of operating agreement) ↗.

    • North Carolina is one of 47 of 51 jurisdictions that leave the operating agreement optional (statutory default rules apply without one) (4 require an LLC to have an operating agreement).

    LLC operating agreement in other states

    More North Carolina legal forms

    Different state? See LLC operating agreements by state →