Do you need an operating agreement if you're the only member?
- Brandi Joffrion
- Apr 15, 2025
- 2 min read
Yes, and single-member LLCs arguably need one more than multi-member ones do.
The usual reason people skip it is sensible on its face: an operating agreement governs relationships between members, and there's only one member. Nothing to govern.
That misses what the document actually does for you.
It's the evidence the entity is real
The strongest argument against your liability protection is that the LLC is just you with extra paperwork. An operating agreement is the first thing that gets asked for when someone makes that argument, and not having one is the first fact in support of it.
Banks and title companies want it
They'll ask. Not having one delays applications and closings, and "I'm the only member" doesn't satisfy them, because they need something showing who can sign.
It says what happens if you can't run the business
If you're incapacitated or die, who steps in? Without a document naming someone, your business stops while the courts sort it out — and a business that stops for three months often doesn't restart.
This is the single best reason for a solo owner to have one.
It handles the second member you might add
Adding a partner to an LLC with no operating agreement means writing one under time pressure, while negotiating. Having a base document makes that a much shorter conversation.
What it should cover
Who the member is. Who manages. Who can sign and for what. How money comes out. What happens on death or incapacity. How the agreement gets amended.
That's a short document, and it doesn't need to be complicated.
What to do
If you don't have one, get one. If you have a template you downloaded and never read, read it — particularly the part about what happens if you're not there.
This is general information, not legal advice for your situation. If you want an answer for your business, book a consultation.
