Free Manager‑Managed LLC Operating Agreement Template
If your LLC is run by appointed manager(s) instead of the members themselves, this manager‑managed operating agreement helps set clear rules for governance, decision‑making, profit distribution, and member roles. Use our professionally drafted template to establish a legally functional structure for your business.
DOWNLOAD MANAGER‑MANAGED OPERATING AGREEMENT
When to Use a Manager‑Managed Operating Agreement
In a manager‑managed LLC, non‑manager members step back from day‑to‑day operations and designate one or more managers — either members or external professionals — to run the business. This agreement clearly outlines the boundaries and authority of those managers.
Even though the operating agreement isn’t filed with the state, it protects your liability and keeps your internal structure clear and enforceable.
Key Sections in the Template
- Formation & Structure: Confirms legal formation of the LLC, its purpose, registered agent, management style, and dissolution criteria.
- Capital Contributions: Documents initial member investments and states that additional contributions are not mandatory.
- Profits, Losses & Distributions: Allocated per ownership percentage; manager decides on distributions, following statutory and tax rules.
- Management Powers: Details how managers are appointed, removed, and what powers they hold, including borrowing, hiring, contracting, and record‑keeping.
- Member Rights & Limitations: Non‑manager members cannot bind the company; advisor rights preserved.
- Transfer & Dissolution: Sets member interest transfer protocols and outlines the process for voluntary or involuntary dissolution.
Frequently Asked Questions
Do I need a manager‑managed operating agreement?
Only if your LLC is officially managed by appointed managers rather than by members themselves. This agreement formalizes that structure. :contentReference[oaicite:8]{index=8}
Is the agreement filed with the state?
No — it remains internal. However, it serves as a legal contract between members and managers and protects your limited liability status.
What should members know?
Members should understand that they relinquish management power in favor of managers, and their rights are limited to financial participation and certain oversight.
