Operating agreement template for a single member managed LLC
Please enjoy our free single member LLC operating agreement template at the bottom of this page.
The fact is that in almost every state LLC Statute there is specific language that states if the members and managers of an LLC do not maintain the formalities of having an LLC, that the court may NOT pierce the corporate veil on that point alone.
Many websites that are trying to sell you a bunch of LLC forms and services will tell you that if you don’t have a real solid single member LLC operating agreement that you will lose your protection. This is a complete lie.
The whole point of why the single member LLC was created was for a single owner to be able to have personal asset protection from the actions of the LLC without the corporate formalities. Some of the crap that is out there on the web trying to sell you some $30-60 LLC form packets is almost laughable. The laws governing an LLC in your state are the laws, regardless of what your single member LLC operating agreement says. Now there are some different ways you could structure your LLC agreement, but if you need these clauses, you shouldn’t be buying a form for $30 anyway… You should be consulting an attorney. BUT EVEN THEN! The state laws are the state laws. You could draft a 30 page single member LLC operating agreement and a 5 page LLC articles of organization document, but the state laws and court rulings will trump any single member LLC operating agreement if the agreement is contradictory to the LLC law of your state. The funny thing about single member LLC operating agreements is that they almost NEVER enter a court. Ask your attorney how many times he/she has had to produce a single member LLC operating agreement in court… Now if you have two members fighting amongst themselves that’s a different story. The multiple member LLC operating agreement or manager managed LLC operating agreement would have everything to do with the entire court ruling in that case. Or if there was a dispute of the actions of one member or one manager and the validity of an action of that member or manager with an outside party, you would see the LLC operating agreement come into play. But let’s say an LLC doesn’t pay its phone bill. The phone company is RARELY going to request a copy of the LLC operating agreement.
The way LLCs get pierced is if a single member LLC does not maintain true separation from the LLC. Meaning, if you are a single member LLC and pay for all your personal stuff out of the LLCs checking account, you are opening yourself up to a court determining that you and the LLC are the same entity. The single member LLC operating agreement could say some fancy things like allowing its members to pay for personal things out of the company checking account, but at the end of the day, that behavior will completely open you up to a judge deciding your fate.
The best way to protect yourself from the actions of a single member LLC is to keep everything completely separate. Pay for personal things with your personal money. It’s simple, if you need money from the company, the company pays you a lump sum distribution on a regular basis to cover these expenses, or you pay yourself a regular W2 wage. If the single member LLC has expenses, the single member LLC pays for those expenses out of the LLC checking account.
So please do yourself a favor and don’t buy a single member LLC operating agreement. We’ve provided a free single member LLC operating agreement template that is a complex fill in the blank document, or for you simpler folks, you can use our print and sign single member LLC operating agreement sample as well.
Your asset protection lies in keeping yourself separate from your single member LLC and your states LLC laws.
We provide LLC registered agent services in every state. We provide a lot of online tools to help keep your LLC in compliance. We also form LLCs for $100 plus the state fees. We go over the filing with you before we proceed to make sure we’re doing what you really need.
If you’re looking for a no-nonsense company to help you form and maintain your LLC, and you don’t want to worry about overpaying for a bunch of junk you don’t need, you’ll love working with our company.
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