Generate LLC operating agreements
AI writes complete operating agreements from your members and ownership percentages. Get professional LLC governance documents in minutes.
Generate LLC operating agreements
River's LLC Operating Agreement Generator creates complete operating agreements for limited liability companies. You specify the members, ownership percentages, management structure, and key provisions. The AI writes a comprehensive operating agreement covering formation, capital contributions, profit distributions, management authority, voting rights, transfer restrictions, and dissolution procedures. Within minutes, you have a professional LLC governance document ready for review. Perfect for startup lawyers, small business attorneys, and entrepreneurs forming LLCs.
Unlike basic templates that use generic provisions, we generate customized operating agreements based on your LLC structure. The AI includes state-appropriate provisions, member-managed versus manager-managed structures, capital account maintenance, allocation of profits and losses, voting procedures, transfer restrictions, buyout provisions, and dissolution requirements. You get agreements that establish clear governance rules, prevent disputes among members, and protect the LLC's liability shield.
This tool is perfect for startup and small-business lawyers forming LLCs, entrepreneurs creating their own companies, and existing LLCs that need to formalize governance. Use it when forming new LLCs or converting existing businesses to LLC structure. Use it to replace inadequate default state rules with customized provisions. Great for establishing clear member expectations and preventing future disputes. The AI creates foundation documents attorneys can customize for specific needs.
Why LLC Operating Agreements Matter
Operating agreements define how your LLC actually operates. Without one, your LLC is governed by default state statutes, which rarely match members' intentions. Default rules may give all members equal management rights regardless of capital contributions, require unanimous consent for minor decisions, or provide no buyout procedures when members want to exit. A well-drafted operating agreement tailors governance to your specific needs, allocates profits and losses as members intend, and establishes clear procedures for major decisions, member exits, and dispute resolution.
Member-managed versus manager-managed structure is a fundamental choice. Member-managed LLCs allow all members to participate in management decisions. Manager-managed LLCs delegate daily management to designated managers (who may or may not be members). Member-managed works for small LLCs where all members are active. Manager-managed works when some members are passive investors or when the LLC has many members. The operating agreement must clearly specify which structure applies and define the authority of managers versus members.
Transfer restrictions protect remaining members from unwanted co-owners. Without restrictions, members can freely transfer interests to strangers, giving those strangers management and voting rights. Common restrictions include right of first refusal (LLC or other members can buy before outside sale), consent requirements (transfers need approval), drag-along rights (majority can force minority to participate in sales), and tag-along rights (minority can participate in sales). Operating agreements should also address involuntary transfers (death, bankruptcy, divorce) and establish buyout pricing mechanisms.
What You Get
Complete LLC operating agreement with all standard provisions
Member ownership, capital contributions, and profit allocations
Management structure, voting rights, and decision-making procedures
Transfer restrictions, buyout provisions, and dissolution terms
Professional agreement ready for attorney review and adoption
How It Works
- 1Specify LLC structureEnter members, ownership percentages, management type, and key provisions
- 2AI generates agreementOur AI writes a complete LLC operating agreement in 5-7 minutes
- 3Attorney reviewHave counsel review and customize for your specific needs
- 4Adopt agreementAll members sign and implement the governance structure
Frequently Asked Questions
Is an operating agreement legally required?
Most states don't legally require operating agreements, but you should have one anyway. Without an operating agreement, state default rules govern your LLC, and these rarely match members' intentions. An operating agreement establishes your own rules, protects the liability shield by demonstrating the LLC is a separate entity, prevents disputes by clarifying member rights and obligations, and provides crucial procedures for member exits and major decisions. Banks and investors often require operating agreements. Even single-member LLCs benefit from operating agreements.
What's the difference between member-managed and manager-managed?
Member-managed LLCs are managed by all members collectively, like a partnership. Every member has authority to bind the LLC and participate in decisions. This works for small LLCs where all members are active. Manager-managed LLCs designate specific managers (who may or may not be members) to handle daily operations. Non-manager members don't have management authority but retain voting rights on major decisions like amendments or dissolution. Manager-managed structure works for passive investors or larger membership groups. Your attorney can advise which structure fits your situation.
How should we allocate profits and losses?
Common approaches include pro rata to ownership percentage (60% owner gets 60% of profits), pro rata to capital contributions, or special allocations for tax purposes. The operating agreement must specify the allocation method clearly. Special allocations (not matching ownership percentages) must comply with IRS regulations or risk tax problems. Some LLCs use different allocations for profits versus losses. Others provide preferred returns to certain members before distributing remaining profits. Your attorney and tax advisor should help structure allocations to achieve your business and tax goals while complying with IRS partnership rules.
What transfer restrictions should we include?
Typical restrictions include right of first refusal (LLC or members can buy before outside sale), consent requirements (transfers need member approval), and restrictions on transfers to competitors. Also address involuntary transfers (death, divorce, bankruptcy). Many operating agreements prohibit transfers that would cause LLC tax classification changes or lose benefits like S corporation status. Include buyout pricing mechanisms (fair market value, book value, formula) and payment terms. Your attorney should draft restrictions that protect remaining members while allowing reasonable exit opportunities.
Can we amend the operating agreement later?
Yes, operating agreements can be amended as circumstances change. The agreement itself should specify amendment procedures (typically requiring supermajority or unanimous member consent). Get amendments in writing and signed by all members. Material amendments may require notifying state authorities depending on your jurisdiction. Some provisions (like capital contribution requirements or distribution rights) may be harder to amend if they disadvantage dissenting members. Plan ahead by making the operating agreement flexible where appropriate and specific where certainty is needed. Your attorney can help structure amendment provisions and handle amendments when needed.
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