Ohio’s Revised Limited Liability Company Act recognizes written or oral operating agreements for multi-member LLCs and a written declaration for single-member LLCs. That sits in ORC § 1706.01(R). Most online guides miss this distinction. Free PDF and Word templates are below.
Choose the version that matches your Ohio LLC structure.
Is an Operating Agreement One of Ohio’s LLC Formation Requirements?
No. Ohio forms an LLC through Articles of Organization filed with the Secretary of State. The operating agreement can be entered into before, at the time of, or after that filing, so it is not a condition of formation. Ohio’s current filing fee for domestic LLC Articles of Organization is $99.
For the formation filing itself, use the Ohio Secretary of State filing forms and fee schedule. The state filing is the Articles of Organization, not the LLC’s operating agreement.
Ohio is more flexible than many owners expect about the agreement’s form. For multiple members, the statute recognizes a valid written or oral agreement. For a one-member LLC, however, the statutory definition refers to a written declaration of the sole member.
Ohio’s Legal Definition of an Operating Agreement
“Operating agreement” means any valid agreement, written or oral, of the members, or any written declaration of the sole member, as to the affairs and activities of a limited liability company and any series thereof. “Operating agreement” includes any amendments to the operating agreement.
Ohio draws a clear distinction between multi-member and single-member LLCs. Multiple members may have a written or oral agreement, while the statutory definition describes the sole member’s arrangement as a written declaration. § 1706.08 then gives the operating agreement substantial control over the LLC’s internal rules.
A multi-member operating agreement does not have to be written to fit Ohio’s statutory definition.
Ohio specifically describes the sole member’s agreement as a written declaration, making written documentation especially important for a one-owner LLC.
§ 1706.08(A) makes the operating agreement the primary rule for relations among members and between members and the LLC. Chapter 1706 supplies the rule when the agreement leaves that matter open.
Ohio gives a written operating agreement additional power over duties. § 1706.08(B) allows certain duties, including fiduciary duties, to be expanded, restricted, or eliminated, but the agreement cannot eliminate the implied covenant of good faith and fair dealing.
Ohio LLC Default Rules That May Not Follow Ownership Percentages
Ohio’s defaults are worth addressing directly because several do not necessarily track ownership percentages or capital contributions. Ordinary-course decisions, for example, are decided by a majority of the members under Ohio Revised Code § 1706.30.
Ordinary-course matters are decided by a majority of the members. The statute uses member count, rather than contribution percentages, as its default voting measure.
§ 1706.30Members share equally in distributions made before dissolution unless the operating agreement changes the result.
§ 1706.29Amending the agreement, filing an LLC bankruptcy petition, and acting outside the ordinary course require all members’ consent by default.
§ 1706.30; § 1706.082Being a member alone does not automatically give a person power to bind the company. Authority must come from the operating agreement, another statutory authorization, or applicable law.
§ 1706.18If managers have been designated, members do not have the ordinary default duties of loyalty and care merely in their capacity as members, unless a written agreement adds duties.
§ 1706.31Ohio says a person shall not voluntarily dissociate from the LLC. A written exit, transfer, or buyout clause is therefore especially useful.
§ 1706.41