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Does a Single Member LLC Need an Operating Agreement?

Dec 14, 2022 | Forming Your Company

If you’re planning to structure your business as a single-member Limited Liability Company, you might wonder whether you need an operating agreement.  You might need it for several reasons. Since having an operating agreement in place can save you significant time and hassle, it’s best to contact a Manhattan business attorney to create one and secure your liability protection. 

Why Should a Single Member Limited Liability Company Have an Operating Agreement?

Single-member LLCs are one of the most common business entities. They are often easier to run than multiple-member LLCs and require much less paperwork than a corporation. A single-member LLC must still file Articles of Organization — and it’s best to have an operating agreement in place. Whether your Limited Liability Company has one owner or several, an operating agreement can outline how your company will be run and show you are a legitimate business. 

A single-member LLC operating agreement is important:

  • The operating agreement can help prove you own the LLC
  • Banks and financial institutions may request an operating agreement
  • It can help ensure you maintain your limited liability status
  • It serves as a safeguard along with your LLC status, to help shield you from lawsuits

If you do not have an operating agreement that specifies otherwise, New York State law will apply as a default when necessary. Applying the default may not always produce the results you intended — it’s essential to ensure your operating agreement is specific to avoid being bound by the default rules.

Also, without a single-member LLC operating agreement, your business could still look very much like a sole proprietorship. This document can show that your business is separated from you as an individual.                              

What Goes into a Single Member LLC Operating Agreement?

An operating agreement can be specifically tailored to meet the needs of your company. This means that the content of these documents can vary significantly. Every operating agreement should have information about tax status, the term of the company’s existence, where the registered office is located, and who the registered agent will be for service of process. It should also have a provision limiting liability, as well as a section that addresses capital contributions and management.

A well-drafted single-member operating agreement should specify the events that can result in dissolution, the procedure for wind up, and what will happen if more members are admitted. General provisions for bank accounts, books and records, and applicable laws governing the agreement should also be written into the operating agreement. The operating agreement must be signed, but it need not be filed with the Secretary of State since it is an internal document. 

Contact an Experienced Manhattan Business Attorney   

Structuring your business as a single-member LLC can come with many advantages, based on your goals and objectives. A skilled business law attorney can help you set up your LLC and draft an effective operating agreement to protect you from incurring liability. Brinen & Associates is committed to providing reliable representation to business owners for a wide variety of business matters. Call (212) 330-8151 or send us a message to learn more about how we can help.


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I formerly worked as a satellite employee from my home state of New Jersey. I ended my employment with my former employer in 2016. In 2018, I was sued by my former employer for $1.1 million in Illinois State Court. I was referred to Brinen & Associates, LLC by a friend who is a client of the firm. Brinen & Associates, LLC came highly recommended. I contacted Joshua Brinen and then had a consultation at his office with his colleague Mark White. Together, Messrs. Brinen and White explained my options...

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