Requirements by StateWhat the law actually says in ten key jurisdictions

California requires every LLC to adopt a written operating agreement. For single-member LLCs, oral agreements are technically permitted, but a written document is strongly recommended for banking and liability protection. California imposes an annual $800 minimum franchise tax on all LLCs regardless of income. The state also requires a biennial Statement of Information filing ($20). Default rules under the California Revised Uniform Limited Liability Company Act apply to any provision not covered by the operating agreement: profits split equally, all members have equal management rights, and dissolution requires unanimous consent.

New York is one of the strictest states for operating agreements. Under NY LLC Law § 417, all LLCs must adopt a written operating agreement within 90 days of filing the Articles of Organization. The agreement must be signed by all members. New York also requires LLCs to publish a notice of formation in two newspapers for six consecutive weeks, costing $200 to $2,000 depending on the county. Default rules under the NY LLC Law apply if your agreement is silent: profits split per capita (per member, not per ownership percentage), all members manage the LLC, and dissolution requires a majority vote.

Texas does not legally require an operating agreement, but the Texas Business Organizations Code provides extremely flexible default rules that may not match your intentions. Notably, Texas defaults to profit allocation based on the 'agreed value of contributions,' not equal splits, which is unusual. The Certificate of Formation (filed with the Secretary of State, $300 filing fee) must indicate whether the LLC is member-managed or manager-managed. Texas has no state income tax, making it a popular formation state. Annual franchise tax reporting is required for LLCs grossing over $2.47 million.

Florida adopted the Revised Uniform Limited Liability Company Act (RULLCA) effective 1 January 2014. Operating agreements are not mandatory but are strongly recommended. Florida defaults: profits and losses split equally, all members participate in management, and a member cannot be expelled. Florida has no state income tax for individuals; LLCs taxed as corporations pay a 5.5% corporate income tax. Annual report filing is required ($138.75 fee) and must be filed between 1 January and 1 May.

Delaware is the most LLC-friendly state in the nation. The Delaware LLC Act gives maximum freedom to structure your operating agreement. Courts generally enforce operating agreement provisions even if unusual, as long as they do not violate the implied covenant of good faith and fair dealing. The Certificate of Formation is one page ($90 filing fee). Delaware imposes a $300 annual franchise tax on all LLCs. The Court of Chancery (judges, no juries, business-law specialists) is a major reason companies choose Delaware.

Illinois adopted the Revised Uniform Limited Liability Company Act in 2017. Operating agreements are not legally required but are standard practice. Illinois defaults to equal profit and loss allocation regardless of capital contributions. The state imposes an annual report fee ($75 for LLCs). Illinois has a flat 4.95% state income tax that applies to LLC income passing through to Illinois resident members.

Georgia does not require an operating agreement, but the Georgia LLC Act defaults may not match your intentions. Without an agreement, profits split equally, all members share management authority, and a member can dissociate (leave) with 30 days' notice. Georgia requires an annual registration with the Secretary of State ($50 fee). The state has a flat 5.49% income tax rate.

North Carolina adopted the NC LLC Act (Chapter 57D) effective 1 January 2014. Operating agreements are not required but are standard practice. NC defaults to equal profit allocation and member-managed structure. The state requires an annual report ($200 fee) filed with the Secretary of State. North Carolina is phasing out its corporate income tax entirely, reaching 0% by 2030.

Ohio adopted the Ohio Revised Uniform LLC Act effective 11 February 2022, replacing the older Ohio LLC Act. Operating agreements are not required but strongly recommended. Ohio defaults to equal profit allocation and member-managed structure. Ohio does not require an annual report for LLCs, which reduces ongoing compliance costs. The state has no corporate income tax but imposes a Commercial Activity Tax (CAT) on gross receipts over $150,000.

Pennsylvania does not require an operating agreement but provides comprehensive default rules under the Pennsylvania Uniform Limited Liability Company Act of 2016. Defaults include equal profit allocation, member-managed structure, and unanimous consent required for dissolution. Pennsylvania requires an annual report ($70 fee for domestic LLCs). The state has a flat 3.07% income tax rate, one of the lowest in the northeast.