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Ohio LLC Operating Agreement Template

Ohio rewrote its LLC law effective January 1, 2022, when Chapter 1706 replaced Chapter 1705, and the new defaults are per capita: one person, one vote, with distributions before dissolution shared equally. Owners whose agreements were drafted under the old act should review them. Ohio also gives broad freedom to modify fiduciary duties and requires no LLC annual report.

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Ohio rules to know

  • Revised Act governs all Ohio LLCs

    Ohio's Revised Limited Liability Company Act (Chapter 1706) took effect January 1, 2022, replacing Chapter 1705. Operating agreements may be written, oral or implied, but older agreements drafted under the prior law should be reviewed.

    Ohio Rev. Code ch. 1706

  • Defaults are per capita

    Absent agreement, members generally vote one person, one vote, ordinary matters are decided by a majority, and distributions before dissolution are shared equally. This is a change from the old act, which tied rights to contributions.

    Ohio Rev. Code ch. 1706

  • Broad freedom to modify duties

    The agreement can generally modify or, in manager-managed LLCs, eliminate fiduciary duties. It cannot eliminate the implied covenant of good faith and fair dealing or liability for bad-faith breaches of it.

    Ohio Rev. Code § 1706.08

  • No annual report; series allowed

    Ohio does not require LLC annual reports. The Commercial Activity Tax applies only to Ohio gross receipts above $6 million (since 2025). Ohio also permits series LLCs with separate assets and liabilities.

    Ohio Rev. Code ch. 5751; § 1706.76

Last updated 2026-10-05

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What a llc operating agreement covers

  • Members, ownership percentages and capital contributions
  • Member-managed or manager-managed
  • Profit and loss allocation and distributions
  • Voting and major decisions
  • Transfers of membership interests and buyouts
  • Dissolution and winding up

Frequently asked questions

Should we update an operating agreement written under Ohio's old LLC law?
It is a good idea. Ohio's Revised Limited Liability Company Act (Chapter 1706) replaced Chapter 1705 on January 1, 2022. The new defaults are per capita, with one person, one vote and equal distributions before dissolution, while the old act tied rights to contributions. A review helps confirm the agreement still reflects what members intend.
Can an Ohio manager-managed LLC eliminate fiduciary duties?
Ohio's agreement can generally modify fiduciary duties and, in manager-managed LLCs, eliminate them. It cannot eliminate the implied covenant of good faith and fair dealing or liability for bad-faith breaches of that covenant, so even a broad waiver leaves that baseline in place.
Does an Ohio LLC file annual reports or owe the Commercial Activity Tax?
Ohio does not require LLC annual reports. Since 2025, the Commercial Activity Tax applies only to Ohio gross receipts above $6 million, so many small LLCs may fall below it. Ohio also permits series LLCs with separate assets and liabilities if you want to divide a business that way.
Does a single-member LLC need an operating agreement?
Usually it isn't legally required, but it helps show the LLC is a separate business from you — which supports liability protection — and banks often ask for one.
What happens if we don't have one?
Your state's LLC statute fills the gaps with default rules on voting, profit splits and departures, which may not match what the members actually agreed.
Do I file the operating agreement with the state?
Generally no. It's an internal document the members keep, separate from the articles of organization filed with the state.

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