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Do I actually need an operating agreement for a single-member LLC?

Started by NewbieDev · Oct 22, 2024 · 8 replies
For informational purposes only. State laws vary on this.
ND
NewbieDev OP

Just formed my LLC in Florida. It's just me (single-member). The state didn't ask for an operating agreement when I filed.

Do I actually need one? Seems weird to have a contract with myself.

MC
MikeCTO

Yeah I thought the same thing when I started. "Contract with myself? lol"

Then I tried to open a Chase business account and they were like "operating agreement please." Awkward. Made one that night.

SE
SarahE_Counsel Attorney

Short answer: yes.

The main reason is liability protection. Your LLC only protects your personal assets if a court believes you're treating it as a separate entity. Having an operating agreement is evidence of that. Without one, courts are more likely to "pierce the veil" and hold you personally liable.

SE
SarahE_Counsel Attorney

Also some states actually require them by law (NY, Missouri, Maine, CA, Delaware). Florida doesn't mandate one but strongly recommends it.

JK
JKirby_Law Attorney

I've seen single-member LLCs get their veil pierced specifically because they lacked documentation showing the LLC was separate from the owner. The agreement doesn't need to be fancy. Key things to include:

  • Statement that you're the sole member with 100% interest
  • Your initial capital contribution (even $100)
  • That you have full authority to act for the LLC
  • What happens on death/incapacity

One to two pages is fine.

ND
NewbieDev OP

Got it. Didn't realize banks would ask for it. Any template recommendations? Don't want to pay a lawyer $500 for a simple single-member agreement.

RD
RetailDan

Pro tip while you're at it: set up these other things to keep your LLC legit:

  • Separate bank account - never mix personal and business funds
  • Get an EIN even if you don't technically need one
  • Sign contracts as the LLC - "John Doe, Member of ABC LLC" not just "John Doe"

All helps maintain the separation between you and the LLC if anyone ever tries to sue through it.

ND
NewbieDev OP

Update: used a template, printed it, signed it, stuck it in a folder with my Articles. Bank account opened with no issues. Way easier than I expected. Thanks all.

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