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

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.

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.

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.

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

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.

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.

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.

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.

One thing to think about: what happens if you want to add a partner later? I started as single-member and brought on a co-founder 8 months in. Had to completely redo the operating agreement and convert to multi-member LLC.

If there's ANY chance you'll add someone, include provisions for adding members in your single-member agreement. Makes the transition way easier - you just amend instead of starting over.

Good point from @GrowthMode_Will. Converting from single to multi-member also has tax implications - the IRS treats multi-member LLCs as partnerships by default, which means a whole new tax return (Form 1065) and K-1s for each member.

Also want to add some state-specific notes since I see a lot of confusion:

• California: Requires an operating agreement (CA Corp Code 17701.10). Also has an $800 minimum franchise tax - ouch for new businesses.
• Delaware: Operating agreement is required by statute. Very flexible on what you can include. Popular for holding companies.
• New York: Technically requires one AND you must publish formation notice in two newspapers for 6 weeks. That publication requirement costs $1,000+ in NYC counties.

Florida (where OP is) doesn't mandate one but you absolutely want it for liability protection as we discussed.

Since we're talking single-member LLCs, worth mentioning the tax election options:

Default: Single-member LLC is a "disregarded entity" - all income goes on your personal Schedule C. Simple but you pay self-employment tax on everything (15.3%).

S-Corp election: File Form 2553 and the LLC is taxed as an S-corp. You pay yourself a "reasonable salary" and take the rest as distributions. Distributions aren't subject to self-employment tax. Generally makes sense once you're clearing $50-60K+ in profit.

Your operating agreement should address this because the S-corp election has specific requirements around profit distributions.

Wow, didn't expect this thread to keep going. The S-corp thing is interesting - definitely not there yet revenue-wise but good to know for the future.

Updated my operating agreement to include a section on adding members since I might bring on a technical co-founder. Thanks for all the info everyone.