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Vermont, United States

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.

Reflects current Vermont rules · 2026 Official source linked Free PDF · no signup · nothing uploaded

Maintained by Rapi Stack · 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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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 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).

The rest of what Vermont requires

The figures below are Vermont's, not national averages — each one is the value we verified for this state, with the statute it comes from. Follow a row to the full Vermont page for that document.

Security deposit cap · as of 2026
No statutory limit 9 V.S.A. §4461 ↗
Deposit return deadline · as of 2026
14 days after move-out 9 V.S.A. §4461 ↗
Notice for unpaid rent · as of 2026
14 days to pay or quit 9 V.S.A. § 4467 ↗
Where you file · as of 2026
Small Claims (Vermont Superior Court, Civil Division) · filing fee $90 if the claim is over $1,000; $65 if $1,000 or less (32 V.S.A. § 1431(c)(1)); counterclaims $35/$25. 12 V.S.A. § 5531 ↗
Rental application fee · as of July 2026
Application fees are prohibited Vermont Statutes ↗
Power of attorney signing · as of 2026
Notarization recommended 14 V.S.A. §4005 (form §4051) ↗
Recording a deed · as of 2026
Town Clerk — Vermont records land by TOWN, not county (27 V.S.A. § 341(a)) · no witnesses 27 V.S.A. § 341 ↗

LLC operating agreement in other states

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