Single Member Operating Agreement Template

Fully editable with standard terms and clauses. Send and e-sign it online.

Single Member Operating Agreement Template

Fully editable with standard terms and clauses. Send and e-sign it online.


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First Name
Last Name
Acme LLC.
First Name
Last Name
Corporation Corp.
First Name
Last Name
Acme LLC.
First Name
Last Name
Corporation Corp.

Single Member Operating Agreement Template

Fully editable with standard terms and clauses. Send and e-sign it online.

Single Member Operating Agreement Template

Fully editable with standard terms and clauses. Send and e-sign it online.

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Date: March 8th 2023



Acme LLC.

Corporation Corp.

This Contract is between Client (the "Client") and Acme LLC, a California limited liability company (the "Coach").

The Contract is dated January 23, 2023.


1.1 Project. The Client is hiring the Coach to develop a coaching relationship between the Client and Coach in order to cultivate the Client's personal, professional, or business goals and create a plan to achieve those goals through stimulating and creative interactions with the ultimate result of maximizing the Client's personal or professional potential.

1.2 Schedule. The Coach will begin work on February 1, 2023 and will continue until the work is completed. This Contract can be ended by either Client or Coach at any time, pursuant to the terms of Section 4, Term and Termination.

The Coach and Client will meet by video conference, 4 days per month for 2 hours.

1.3 Payment. The Client will pay the Coach an hourly rate of $150. Of this, the Client will pay the Coach $500.00 (USD) before work begins.

1.4 Expenses. The Client will reimburse the Coach's expenses. Expenses do not need to be pre-approved by the Client.

1.5 Invoices. The Coach will invoice the Client in accordance with the milestones in Section 1.3. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of 1.0% per month on the outstanding amount.

1.6 Support. The Coach will not be available by telephone, or email in between scheduled sessions.


- A coaching relationship is a partnership between two or more individuals or entities, like a teacher-student or coach-athlete relationship. Both the Client and Coach must uphold their obligations for the relationship to be successful.

- The Coach agrees to maintain the ethics and standards of behavior established by the International Coaching Federation (ICF).

- The Client acknowledges and agrees that coaching is a comprehensive process that may explore different areas of the Client's life, including work, finances, health, and relationships.

- The Client is responsible for implementing the insights and techniques learned from the Coach.


3.1 Overview. This section contains important promises between the parties.

3.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

3.3 Coach Has Right To Give Client Work Product. The Coach promises that it owns the work product, that the Coach is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Coach uses employees or subcontractors, the Coach also promises that these employees and subcontractors have signed contracts with the Coach giving the Coach any rights that the employees or subcontractors have related to the Coach's background IP and work product.

3.4 Coach Will Comply With Laws. The Coach promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

3.5 Work Product Does Not Infringe. The Coach promises that its work product does not and will not infringe on someone else's intellectual property rights, that the Coach has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Coach has entered into or will enter into with someone else.

3.7 Client-Supplied Material Does Not Infringe. If the Client provides the Coach with material to incorporate into the work product, the Client promises that this material does not infringe on someone else's intellectual property rights.


This Contract is ongoing until it expires or the work is completed. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 9.4. The Coach must immediately stop working as soon as it receives this notice unless the notice says otherwise.

If either party ends this Contract before the Contract automatically ends, the Client will pay the Contractor for the work done up until when the Contract ends. The following sections don't end even after the Contract ends: 3 (Representations); 6 (Confidential Information); 7 (Limitation of Liability); 8 (Indemnity); and 9 (General).


The Client is hiring the Coach as an independent contractor. The following statements accurately reflect their relationship:

- The Coach will use its own equipment, tools, and material to do the work.

- The Client will not control how the job is performed on a day-to-day basis. Rather, the Coach is responsible for determining when, where, and how it will carry out the work.

- The Client will not provide the Coach with any training.

- The Client and the Coach do not have a partnership or employer-employee relationship.

- The Coach cannot enter into contracts, make promises, or act on behalf of the Client.

- The Coach is not entitled to the Client's benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).

- The Coach is responsible for its own taxes.

- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Coach or any of the Coach's employees or subcontractors.


6.1 Overview. This Contract imposes special restrictions on how the Client and the Coach must handle confidential information. These obligations are explained in this section.

6.2 The Client's Confidential Information. While working for the Client, the Coach may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Coach promises to treat this information as if it is the Coach's own confidential information. The Coach may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Coach use a customer list to send out a newsletter, the Coach cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Coach written permission to use the information for another purpose, the Coach may use the information for that purpose, as well. When this Contract ends, the Coach must give back or destroy all confidential information, and confirm that it has done so. The Coach promises that it will not share confidential information with a third party, unless the Client gives the Coach written permission first. The Coach must continue to follow these obligations, even after the Contract ends. The Coach's responsibilities only stop if the Coach can show any of the following: (i) that the information was already public when the Coach came across it; (ii) the information became public after the Coach came across it, but not because of anything the Coach did or didn't do; (iii) the Coach already knew the information when the Coach came across it and the Coach didn't have any obligation to keep it secret; (iv) a third party provided the Coach with the information without requiring that the Coach keep it a secret; or (v) the Coach created the information on its own, without using anything belonging to the Client.

6.3 Third-Party Confidential Information. It's possible the Client and the Coach each have access to confidential information that belongs to third parties. The Client and the Coach each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Coach is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.


Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.


8.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Coach or both. For example, if the Client gets sued for something that the Coach did, then the Coach may promise to come to the Client's defense or to reimburse the Client for any losses.

8.2 Client Indemnity. In this Contract, the Coach agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) the work the Coach has done under this Contract; (ii) a breach by the Coach of its obligations under this Contract; or (iii) a breach by the Coach of the promises it is making in Section 3 (Representations).

8.3 Coach Indemnity. In this Contract, the Client agrees to indemnify the Coach (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.


9.1 Assignment​. This Contract applies only to the Client and the Coach. Neither the Client nor the Coach can assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the other's written permission.

9.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

9.3 Modification; Waiver. To change anything in this Contract, the Client and the Coach must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

9.4. Noticies.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party's address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

9.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that's the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

9.6 Signatures. The Client and the Coach must sign this document using Bonsai's e-signing system. These electronic signatures count as originals for all purposes.

9.7 Governing Law. The validity, interpretation, construction and performance of this document shall be governed by the laws of the United States of America.

9.8 Entire Contract. This Contract represents the parties' final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.



Acme LLC.

Corporation Corp.
Table of contents

Generally, a single-member operating agreement is a legal agreement for an LLC with only one (1) member/owner. This form is to be used to help solidify the LLC's status as separate from the owner's personal assets, this form is to be used. Any officers, registered agents, and managers, as well as any other positions of authority in the company, should be listed. After completion, the document should be retained in the business's main location and not filed with government offices.

In order to prove the authenticity of a single-member operating agreement, it is highly recommended that it be signed in the presence of a notary public and the date captured as well.

What is a Single-Member LLC?

Single-member LLCs are often set up for tax planning purposes and to help separate an owner from their assets and/or liabilities. If the LLC has only one member, all revenue generated by the LLC will be reported at the same tax rate as the individual member's income. Single-member LLCs do not pay taxes at the entity level unless a state tax or levy is imposed. This explains why it is highly advised that any small business, real estate project, or other tangible or intangible revenue-generating assets should create an LLC.

To sum up, a single-member LLC is separate from you personally, but it is also unique from a corporation. Your federal tax return will include this amount, but the debts and obligations it has won't be your responsibility.

Single-member Operating Agreement by State

Below you can find a list of States that might require you to have a State-specific Operating Agreement:





























New Hampshire

New Jersey

New Mexico

New York

North Carolina

North Dakota





Rhode Island

South Carolina

South Dakota







West Virginia



Washington D.C.

A 5-Step Guide to Forming a Single-Member LLC

The process of forming an LLC involves a filing fee, and it can usually be completed within a week depending on the state laws and procedures. Most states follow these steps:

1. Identify duplicate names

Search the State business database for the name of the LLC. Prior to registering the LLC, it is recommended to research the name. The incorporation of entities is controlled by one of the state's offices, most commonly the Secretary of State. There is an online portal that allows a user to search for a name and see if a company, corporation, or partnership already exists with that name.

  • Name Reservation – Reservation of names is possible if no common matches exist. In order to be certain their name is available before filing, an applicant can file a "Name Reservation" for a small fee, which, depending on the State, will be reserved for thirty (30) to one hundred and twenty (120) days.
  • Trademark Office (USPTO) – Before filing an application, a search in the USPTO's Trademark Database should be conducted to ensure that the name of the business is not already registered for use. Remember that if a name is trademarked, the name that goes along with the use case under which is trademarked is not allowed. For example, a business cannot register as the name of “PayPal LLC” and offer the same money transfer services as it does in the US.

2. Define the organization's articles of incorporation

Almost all states now allow you to fill out the application online through the Articles of Organization. Prepare the following questions/documents before applying:

  • The first day of business or the effective date.
  • Certificate of Status - A document or seal indicating a business's official status.
  • Name of LLC - Must end in "Limited Liability Company", "L.L.C. ", "LLC"
  • Postal Address
  • Management
  • Admin/Officer(s)
  • Business location - The main office.
  • The purpose of the business
  • Company Representative - an agent registered with the company. Normally it's the company's legal counsel, but it can be the owner.

Utilize the State-specific guide and only pay the state-required fees to set up an LLC.

3. Paying the filing fee

A filing fee varies by state ($50 to $800) is required to register an LLC. Payment may be made online or by sending a check made payable to the State office. Following the payment of the registration fee, it usually takes anywhere from 5 to 30 days for the new entity to be processed.

4. Writing an operating agreement

This is the only legal document that establishes the business's ownership. Written in this way, partners, employees, spouses, and other individuals cannot claim ownership by saying they were promised (verbally). Also, it's recommended that a notary public acknowledge the single owner's signature.

5. Obtain an EIN (Employer Identification Number).

As soon as the LLC is created, this will be the first step to take. An employer identification number (EIN) is needed to open a bank account and pay taxes for the business. As a result, until this is completed, the LLC cannot generate any revenue. Either online or by mail, it's free and you can get your EIN in less than 15 minutes.

An LLC may start doing business after obtaining its EIN.

The Single-Member LLC Operating Agreement: Writing Tips

The sections below are all within the Single-member LLC Operating Agreement and must be thoroughly completed. Remember this is the SOLE document showing the entire modus operandi of the business, so handle it with care.

  • Name of Your LLC
  • State of Jurisdiction (Choose Your State)
  • Select Type ( Single-member or multi-member)
  • Principal Place of Business
  • Registered Agent and Office
  • Member Contributions ( Distributions, Bank account operations, and Company management)
  • Member Meetings
  • Assignment of Interests
  • Ownership of Company Property (Applies to Single-Member ONLY)
  • Right of First Refusal (Multi-Member Only)
  • Admission of New Members
  • Withdrawal Events (Multi-Member Only) includes Dissolution and Liquidation plus Representation of members and Notices
  • Amendments (indemnification- applicable to single-member and Miscellaneous)
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