Skip to main content
Northwest Registered Agent, LLC

Vermont LLC Operating Agreement

Your Vermont LLC operating agreement is a legal document that establishes rules for how your LLC will handle procedures like voting, allocating profits and losses, management, and even—should it ever come to this—dissolution. You can use one of our attorney-drafted templates to fill out, save, and download your operating agreement for free.

An operating agreement is an internal document, but that doesn’t make it any less important than documents filed with the state. In fact, adopting a strong operating agreement is essential. That’s why we at Northwest offer a range of free, attorney-drafted operating agreement templates to help suit your business needs.

What is included in a Vermont operating agreement?

Your operating agreement is the blueprint for how your Vermont LLC will function internally. Technically, it could include anything not prohibited by Vermont state statutes, but a strong operating agreement should cover:

  • Transfer of membership interest

  • Voting rights and decision-making powers

  • Initial contributions

  • Profits, losses, and distributions

  • Management

  • Compensation

  • Bookkeeping procedures

  • Dissolution

What information do I need to use Northwest’s free Vermont LLC operating agreement?

Want to focus on your business and leave the legal hullabaloo to us? Our lawyers drafted a comprehensive operating agreement you can use for free. You can even fill it out on this page, save it in a free account for later, and download a completed draft to sign.

In order to fill out our free operating agreement template, you’ll need your:

This must be your business’ legal entity name, or the name you put on your LLC Articles of Organization.

Did an LLC member contribute $500? $5k? A storefront? Put that here.

You’ll just write in 16 here since our version has a set amount of pages.

Remember, this is an internal document, so you won’t have to submit these names to the state just because they’re on here. However, you might need to add these people to your BOI Report.

Include any initial contributions, even if it’s only a small percentage.

While we recommend having a business bank account, some banks like to actually see the operating agreement before you open the account. If that’s the case, you can leave this blank for now.

This is the place your business operates from.

You can add this in later if you aren’t sure when the meeting will be held.

There’s a few different spots where you’ll need to add at least one members’ signature. These are on pages 13, 14, 15, and 16 on our template.

Why should a Vermont LLC have an Operating Agreement?

A Vermont LLC should have an operating agreement because a company cannot act for itself. In order to operate, LLCs require real humans (and other entities) to carry out company operations.

In Vermont, VT Statute 11 V.S.A. § 4003 lays the groundwork for Vermont LLC operating agreements, but it never explicitly says you have to have one. We (any lawyer worth their salt) recommend you get your operating agreement down in writing.

1. Your operating agreement proves you own your LLC.

Vermont is a great state for privacy protection—it doesn’t require member names or addresses to be listed on Articles of Organization. But if you have a registered agent form your LLC to keep your information off the public record, it can be tricky to prove that you own your Vermont LLC.

This is where an operating agreement comes in handy. It will list the names and addresses of your members, so you can use it to show a bank or a potential landlord who owns your LLC. And since it’s an internal document, your members’ privacy is protected.

2. An operating agreement can help reinforce your limited liability status.

To The main perk of forming an LLC in Vermont is, of course, the liability protection it affords its owners. But that limited liability isn’t bulletproof. To maintain limited liability, an LLC must be able to demonstrate that it’s a separate legal entity from its members, unlike a sole proprietorship or general partnership. Adopting an operating agreement is a formality that does just that.

3. An operating agreement can head off misunderstandings.

Miscommunication happens, even among good friends. It’s important to cement verbal agreements in writing so that you have something to refer to if a dispute arises.

4. An operating agreement can override Vermont’s default laws.

In the absence of an operating agreement, Vermont’s state laws govern your LLC. Those laws might not be a great fit for your LLC. For better control over your LLC, you’ll want a customized operating agreement.

Vermont Case Law

We asked our lawyers for an example of how an operating agreement can make or break your LLC. Here’s what they said.*

“Consider the case of Industrial Space Realty LLC, where a member received a windfall victory from the courts, primarily due to the existence of an operating agreement. In that case, members sought judicial dissolution of their LLC along with a determination of who was entitled to the remaining LLC funds. The courts rejected all arguments from one of the members claiming entitlement to (part of) the LLC funds. Pointing to the clear and unambiguous terms expressed in the LLC operating agreement, the courts rejected all of that member’s arguments and determined that all of the LLC’s remaining funds (over $1 million) belonged to the member who fulfilled his capital contributions along with additional contributions during the life of the LLC.

“For these reasons (and more), a reasonably prudent business owner would (and should) adopt and maintain an operating agreement.”

Vermont LLC Operating Agreement Template

Our LLC operating agreements are written by an attorney and work for a range of situations. Find the one that best suits your LLC below.

Vermont Single-Member
LLC Operating Agreement
Vermont Multi-Member
LLC Operating Agreement
Vermont Manager-Managed
LLC Operating Agreement

FAQs

No, Vermont’s statutes don’t explicitly state you need an operating agreement for your Vermont LLC. However, an operating agreement is necessary for some important tasks, like dealing with banks and landlords—both of whom will want to see proof of ownership.

No. Your operating agreement is an internal document, which means you’ll keep it filed with your own LLC records.

Yes. It may seem odd to enter into an agreement with yourself, but even a single-member LLC will need an operating agreement to open a bank account and—perhaps more importantly—maintain limited liability.

*This is informational commentary, not advice. This information is intended strictly for informational purposes and does not constitute legal advice or a substitute for legal counsel. This information is not intended to create, nor does your receipt, viewing, or use of it constitute, an attorney-client relationship. More information is available in our Terms of Service.

When You Want More

Learn More Get Started