LLC Operating Agreement Requirements by State (All 50)
Five states require an operating agreement by statute; the other 45 apply default rules you probably don't want. The full table, then what to do about it.
The 50-state table
Statute citations are given where a state affirmatively requires an operating agreement. Everywhere else, state default rules govern anything you leave unwritten.
| State | Required by statute? | Statute / notes |
|---|---|---|
| Alabama | No — but strongly recommended | No statutory requirement; banks and courts still expect one |
| Alaska | No — but strongly recommended | No statutory requirement; banks and courts still expect one |
| Arizona | No — but strongly recommended | ALLCA (2019 rewrite) changed many defaults |
| Arkansas | No — but strongly recommended | No statutory requirement; banks and courts still expect one |
| California | Yes — required | Corp. Code §17701.02; need not be filed, but must exist |
| Colorado | No — but strongly recommended | 7-80 C.R.S. — oral agreements permitted; write yours |
| Connecticut | No — but strongly recommended | No statutory requirement; banks and courts still expect one |
| Delaware | Yes — required (any form) | Del. LLC Act — written is the only serious option |
| Florida | No — but strongly recommended | Revised LLC Act (Ch. 605) defaults apply absent an agreement |
| Georgia | No — but strongly recommended | O.C.G.A. Title 14, Ch. 11 defaults apply |
| Hawaii | No — but strongly recommended | No statutory requirement; banks and courts still expect one |
| Idaho | No — but strongly recommended | No statutory requirement; banks and courts still expect one |
| Illinois | No — but strongly recommended | 805 ILCS 180 defaults apply absent an agreement |
| Indiana | No — but strongly recommended | Flexible act defers heavily to the agreement |
| Iowa | No — but strongly recommended | No statutory requirement; banks and courts still expect one |
| Kansas | No — but strongly recommended | No statutory requirement; banks and courts still expect one |
| Kentucky | No — but strongly recommended | No statutory requirement; banks and courts still expect one |
| Louisiana | No — but strongly recommended | No statutory requirement; banks and courts still expect one |
| Maine | Yes — required (any form) | Maine LLC Act — written, oral, or implied; write it |
| Maryland | No — but strongly recommended | No statutory requirement; banks and courts still expect one |
| Massachusetts | No — but strongly recommended | No statutory requirement; banks and courts still expect one |
| Michigan | No — but strongly recommended | LLC Act defaults govern absent an agreement |
| Minnesota | No — but strongly recommended | RULLCA (322C) — 322B-era agreements don't map cleanly |
| Mississippi | No — but strongly recommended | No statutory requirement; banks and courts still expect one |
| Missouri | Yes — required | §347.081 RSMo |
| Montana | No — but strongly recommended | No statutory requirement; banks and courts still expect one |
| Nebraska | No — but strongly recommended | No statutory requirement; banks and courts still expect one |
| Nevada | No — but strongly recommended | NRS 86 — key for charging-order protections |
| New Hampshire | No — but strongly recommended | No statutory requirement; banks and courts still expect one |
| New Jersey | No — but strongly recommended | RULLCA (42:2C) — oral agreements count; write yours |
| New Mexico | No — but strongly recommended | No statutory requirement; banks and courts still expect one |
| New York | Yes — written, within 90 days | LLC Law §417 — one of the few hard deadlines |
| North Carolina | No — but strongly recommended | Chapter 57D — broad freedom of contract |
| North Dakota | No — but strongly recommended | No statutory requirement; banks and courts still expect one |
| Ohio | No — but strongly recommended | Revised LLC Act (2022) — agreement controls if written |
| Oklahoma | No — but strongly recommended | No statutory requirement; banks and courts still expect one |
| Oregon | No — but strongly recommended | No statutory requirement; banks and courts still expect one |
| Pennsylvania | No — but strongly recommended | 15 Pa.C.S. uniform-act defaults apply |
| Rhode Island | No — but strongly recommended | No statutory requirement; banks and courts still expect one |
| South Carolina | No — but strongly recommended | No statutory requirement; banks and courts still expect one |
| South Dakota | No — but strongly recommended | No statutory requirement; banks and courts still expect one |
| Tennessee | No — but strongly recommended | Revised LLC Act — banks routinely request the agreement |
| Texas | No — but strongly recommended | Business Organizations Code default rules apply without one |
| Utah | No — but strongly recommended | No statutory requirement; banks and courts still expect one |
| Vermont | No — but strongly recommended | No statutory requirement; banks and courts still expect one |
| Virginia | No — but strongly recommended | Title 13.1 defaults incl. per-capita voting |
| Washington | No — but strongly recommended | LLC Act modernized 2016 — agreement controls if written |
| West Virginia | No — but strongly recommended | No statutory requirement; banks and courts still expect one |
| Wisconsin | No — but strongly recommended | RULLCA adopted 2023 — new defaults apply to all LLCs |
| Wyoming | No — but strongly recommended | Filings don't list members — the agreement documents ownership |
What to do with this
Whatever your state's answer, the practical playbook is identical: put the agreement in writing, have every member sign it, and store it with your formation documents — banks ask at account opening, and courts weigh it when the liability shield is challenged. Generate a state-ready agreement with the free tool on this site in about five minutes.
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