Operating agreement rules by state (2026)
No state accepts the operating agreement for filing. What differs is whether the law expects one in writing: New York says members “shall adopt a written operating agreement”. Each line below is the state’s own wording. Mainstay Filing, our best overall pick, stores yours with your documents.
| State | What the state says |
|---|---|
| Alabama | Not filed. |
| Alaska | Not filed: bylaws, operating agreements and similar internal documents "are kept by the business itself, not filed with the state." |
| Arizona | "An operating agreement is not required by statute" |
| Arkansas | Not filed. |
| California | Not filed: "bylaws and operating agreements ... are not filed with the Secretary of State. |
| Colorado | Not filed with the Secretary of State; the Articles ask only whether managers or members manage. |
| Connecticut | Not filed. |
| Delaware | Not part of the certificate (fact #6) and not filed with the Division. |
| Florida | Not filed with the Division. |
| Georgia | Not filed with the Secretary of State; not among the items the Articles require (fact #6). |
| Hawaii | Not part of the Articles and not on the BREG fee list; nothing to file. |
| Idaho | Not filed: "The secretary of state shall not accept operating agreements for filing" (30-25-201(c)). |
| Illinois | Not filed. |
| Indiana | Not part of the Articles (Form 49459 has no operating-agreement field) and not filed with the Secretary of State. |
| Iowa | Not filed. |
| Kansas | Not filed. |
| Kentucky | Not filed. |
| Louisiana | Not filed. |
| Maine | Not part of the certificate (Form MLLC-6) and not on the fee list; nothing to file. |
| Maryland | Not filed. |
| Massachusetts | Not filed. |
| Michigan | Not filed with LARA and not part of the Articles' required contents. |
| Minnesota | Not filed. |
| Mississippi | Not filed. |
| Missouri | Not filed. |
| Montana | Not required to be filed. |
| Nebraska | Not part of the certificate (§ 21-117(b)) and not on the fee schedule; nothing to file. |
| Nevada | Not filed. |
| New Hampshire | Not filed: "Bylaws and operating agreements govern the internal affairs of the business and are not filed in this office." |
| New Jersey | Not filed. |
| New Mexico | Not filed. |
| New York | "the members of a limited liability company shall adopt a written operating agreement" (§ 417(a)); it may be entered into "before, at the time of or within ninety days after the filing of the articles of organization" (§ 417(c)). |
| North Carolina | Not filed. |
| North Dakota | Not a filing. |
| Ohio | Not filed. |
| Oklahoma | Not part of the Articles or any SOS filing (Form 0073 has no such field); no state fee. |
| Oregon | Not filed. |
| Pennsylvania | Not filed; the Certificate "may not vary ... § 8815(c) and (d) (relating to contents of operating agreement)". |
| Rhode Island | Not filed. |
| South Carolina | Not filed. |
| South Dakota | "Corporate Bylaws and LLC Operating Agreements are internal company documents and are NOT filed with the Secretary of State's office". |
| Tennessee | Not part of the Articles and not on the fee schedule; nothing to file. |
| Texas | Texas calls it a company agreement; not filed. |
| Utah | Not filed. |
| Vermont | Not filed. |
| Virginia | Not filed. |
| Washington | Not filed or recorded. |
| West Virginia | Not filed; the Articles may include provisions that could be in the operating agreement (LLD-1 item 15), but none is required. |
| Wisconsin | Not filed with DFI. |
| Wyoming | Not filed. |
Sources: each state page links the official source for its row.