An Arkansas LLC operating agreement defines the ownership structure, profit splits, and management rules for a limited liability company organized under the State of Arkansas’s Uniform Limited Liability Company Act (Arkansas Code § 4-38-101 et seq.). Every person who forms a limited liability company in Arkansas will benefit from putting this document in writing, even when state law doesn’t explicitly require it.
Choose the version that matches your Arkansas LLC structure.
Is an Operating Agreement Required in Arkansas?
No. Arkansas does not require an LLC operating agreement to be written, notarized, or filed with the state. An LLC is formed by filing a Certificate of Organization with the Arkansas Secretary of State, while the statute separately recognizes operating agreements that are oral, implied, recorded, or a combination of those forms.
The Secretary of State currently lists the Certificate of Organization at $45 online or $50 on paper.
For formation and ongoing filings, use the Arkansas Secretary of State new-business filing page. Existing LLCs can also access Arkansas LLC franchise tax forms, and after formation an eligible business can apply for an EIN directly with the IRS.
Arkansas State Definition of an Operating Agreement
“Operating agreement” means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in § 4-38-105(a). The term includes the agreement as amended or restated.
Arkansas does not require one particular format. A written agreement is still the clearest way to document what the members actually agreed to.
A single-member LLC can have an operating agreement. Arkansas’s statutory definition expressly includes an agreement of a sole member.
Under Ark. Code § 4-38-105, the operating agreement governs member relations, management, company affairs, voting, and amendment procedures within statutory limits. When it does not address one of those matters, Chapter 38 supplies the rule.
Arkansas LLC Default Rules That Apply Unless Replaced
These are Arkansas rules that can produce unexpected results if the operating agreement does not replace them.
Distributions before dissolution are divided in equal shares among members. The default is not automatically tied to how much each member contributed.
§ 4-38-404(a)The LLC is member-managed unless the agreement makes it manager-managed. Each member has equal management rights, and ordinary-course disagreements are decided by a majority of the members.
§ 4-38-407(a)-(b)In a manager-managed LLC, a majority of the members can remove a manager at any time, without notice or cause, unless the agreement changes the default rule.
§ 4-38-407(c)(4)Transferring an LLC interest does not by itself give the transferee a right to manage the business or access company records.
§ 4-38-502(a)A member has the power to dissociate at any time, but a voluntary withdrawal before winding up can be wrongful under the default statute and can create liability for resulting damages.
§§ 4-38-601 to 4-38-602