Vermont LLC Operating Agreement
Set out who owns your Vermont 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.
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.
Vermont LLC act rules · as of 2026
- Required by law?
- No — but strongly recommended
- Recognized form
- "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))
- Governing act
- Vermont Limited Liability Company Act (11 V.S.A. Chapter 25, re-enacted by 2015, No. 17)
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). Source: 11 V.S.A. §§ 4001(20), 4003 · verify ↗.
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Operating Agreement
of __________ · State of Vermont
This Operating Agreement (the "Agreement") is made effective __________ by the member(s) of __________ (the "Company"), a limited liability company organized under the Vermont Limited Liability Company Act (11 V.S.A. Chapter 25, re-enacted by 2015, No. 17), with its principal office at __________ .
1. Formation & purpose. The Company was formed under Vermont law by filing its formation document with the state. Its purpose is: __________ , and any other lawful activity under the Vermont Limited Liability Company Act (11 V.S.A. Chapter 25, re-enacted by 2015, No. 17).
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 Vermont Limited Liability Company Act (11 V.S.A. Chapter 25, re-enacted by 2015, No. 17)'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 byVermont law and is binding on the members, their successors, and assigns.
Generated with SealFormsReflects Vermont law · verified 2026
Why your Vermont LLC needs this — even single-member
- It overrides the default rules. Without an agreement, the Vermont Limited Liability Company Act (11 V.S.A. Chapter 25, re-enacted by 2015, No. 17) 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.
Vermont law
No — Vermont does not require an operating agreement (as of 2026): 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.). But without one, the default rules of the Vermont Limited Liability Company Act (11 V.S.A. Chapter 25, re-enacted by 2015, No. 17) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: 11 V.S.A. §§ 4001(20), 4003. Check the current Vermont LLC rules before relying on any default.
Frequently asked questions
Is an operating agreement required in Vermont?
No — Vermont does not require an operating agreement (as of 2026): 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.). But without one, the default rules of the Vermont Limited Liability Company Act (11 V.S.A. Chapter 25, re-enacted by 2015, No. 17) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: 11 V.S.A. §§ 4001(20), 4003.
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 Vermont agency records it.
Can the agreement be oral in Vermont?
Vermont's statute recognizes: "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). 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 Vermont compare? See which states actually require an operating agreement, every claim cited to the state LLC act.
How Vermont compares
Computed from our 51-jurisdiction dataset (as of 2026). Source for Vermont: 11 V.S.A. §§ 4001(20), 4003 ↗.
- Vermont 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 Vermont legal forms
Different state? See LLC operating agreements by state →