An LLC operating agreement is usually in your business records, not on your state's Secretary of State website. The SBA's 2016 guidance explains that operating agreements are internal documents and generally are not filed with the state. Start with these seven places:
| Where to look | What to search for |
|---|---|
| Your email | "Operating Agreement," "LLC Agreement," "Company Agreement," or "Membership Agreement" |
| Cloud storage | Google Drive, Dropbox, OneDrive, DocuSign, or your business formation account |
| Business formation service | LegalZoom, ZenBusiness, Northwest Registered Agent, Bizee, or a similar provider |
| Business attorney or accountant | Ask for the signed agreement and any amendments |
| Company records | A folder with your Articles of Organization, EIN letter, ownership records, and meeting documents |
| Other LLC members | A co-owner may have the signed copy |
| Business bank or lender | The bank may have requested it when you opened an account or applied for financing |
SBA source
Check That You Have the Right Document
An operating agreement governs how the LLC is owned and managed. It may include:
- LLC members and ownership percentages
- Voting rights
- Member or manager responsibilities
- Profit and loss distributions
- Rules for adding or removing members
- Buyout, transfer, or dissolution procedures
Do not confuse the operating agreement with the Articles of Organization. The Articles of Organization create the LLC with the state. The operating agreement sets the rules for the LLC's internal affairs. The state may have the Articles of Organization on file, but it generally will not have the operating agreement.
IRS source
Search Under Alternate Names
Your agreement may use a different title depending on your state or document provider. Search for:
- LLC Operating Agreement
- Limited Liability Company Agreement
- Company Agreement
- Member Control Agreement
- Membership Agreement
- LLC Regulations
State laws differ, and an operating agreement may be optional, written, or identified by another name.
IRS source
What If You Cannot Find One?
Ask the person or service that formed your LLC for:
- The original signed operating agreement
- Every amendment or restatement
- The current ownership schedule
- Any member-consent documents that changed ownership or management
If nobody has a copy, the LLC may never have adopted a written operating agreement. Do not recreate or backdate one without professional advice, especially if the LLC has multiple members, investors, loans, disputes, or tax issues. State requirements and default LLC rules vary.
SBA source