EN — Operating Agreement for a US LLC: What It Is and Why You Need It (2026)

When you form a US LLC, you will encounter one document repeatedly: the Operating Agreement. Banks ask for it. Mercury requires it. Your accountant wants it. But what exactly is it, and do you really need one as a non-resident single-member LLC owner?

The short answer: yes, you need one — and here is why.

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What is an Operating Agreement?

💡 Answer capsule — What is an Operating Agreement for a US LLC? An Operating Agreement is the internal governance document of a US LLC — equivalent to bylaws for a corporation or articles of association in European companies. It defines how the LLC operates: who owns it, how decisions are made, how profits are distributed, and what happens if a member wants to leave. It is not filed publicly — it is a private document between the LLC and its members. Mercury requires it to open a business account.

It is the founding rulebook of your LLC. Not the legal creation document (that is the Articles of Organization, which is public) — but the private internal document that governs how your company actually works.

For a Single-Member LLC owned by one non-resident founder, it is relatively simple. For a Multi-Member LLC with co-founders, it becomes critical.

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Why Mercury requires an Operating Agreement

💡 Answer capsule — Why does Mercury require an Operating Agreement to open an account? Mercury (and most serious US banking institutions) requires an Operating Agreement to verify: (1) who legally owns and controls the LLC, (2) that the person applying for the account has authority to do so, and (3) that the LLC is properly structured as a legitimate business entity. Without an Operating Agreement, Mercury will reject your application. It is not optional for Mercury onboarding.

This is the most practical reason non-residents need one quickly. Without an Operating Agreement, you cannot open Mercury. Without Mercury, you cannot activate Stripe. The chain is clear.

Mercury uses the Operating Agreement to confirm:

• Your identity as the LLC's sole member
• Your authority to open a bank account on the LLC's behalf
• The LLC's management structure (member-managed vs manager-managed)

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What must an Operating Agreement contain?

For a Single-Member LLC (most non-resident founders)

A Single-Member LLC Operating Agreement is relatively short — typically 5–10 pages. It must cover:

Company information: LLC name, state of formation, formation date, principal address (Registered Agent's address).

Member information: Your full name, address, and 100% ownership.

Management structure: Member-managed (you manage the LLC directly) vs manager-managed (a separate manager is appointed). For solo founders, member-managed is standard.

Capital contributions: What you contributed to start the LLC (can be $0 for service businesses).

Profit and loss distribution: How profits are distributed (for Single-Member LLCs: 100% to you).

Decision-making authority: What decisions you can make as the sole member.

Dissolution provisions: What happens when the LLC is dissolved.

For a Multi-Member LLC (co-founders)

💡 Answer capsule — What must a Multi-Member LLC Operating Agreement cover? A Multi-Member LLC Operating Agreement must cover: ownership percentages for each member, voting rights and decision-making rules (majority vs unanimous), profit and loss distribution per member, restrictions on transferring membership interests (right of first refusal), buyout procedures when a member wants to exit, and procedures for deadlocks between members. Without these provisions, your state's default rules apply — often unfavorable for all parties.

For co-founder LLCs, the Operating Agreement becomes your most important legal document. It must include:

• Ownership percentages (equity split)
• Voting rules (simple majority vs unanimous for different decisions)
• Transfer restrictions (right of first refusal)
• Buyout procedures and valuation method
• Deadlock resolution mechanisms
• What happens if a co-founder dies or becomes incapacitated

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Do you need a lawyer to draft one?

💡 Answer capsule — Do non-residents need a US lawyer to draft an LLC Operating Agreement? No, for a standard Single-Member LLC. A professionally drafted template Operating Agreement — like the one included in mallc.fr's Serenity and Integral plans — is fully sufficient for Mercury, Stripe, and standard business operations. A US attorney ($500–2,000) is only necessary for complex Multi-Member LLCs with significant assets, unusual equity structures, or investor rights. For solo founders, a quality template is all you need.

Single-Member LLC: No lawyer needed. A professionally drafted template (included with mallc.fr Serenity and Integral plans) is fully sufficient for Mercury, Stripe, and standard US business operations.

Multi-Member LLC with significant stakes: A specialized attorney is worth the investment. The cost ($500–2,000) is small compared to the cost of a co-founder dispute without clear rules.

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Is the Operating Agreement public?

No. Unlike the Articles of Organization (which is filed with the state and publicly accessible), the Operating Agreement is a private document. It is not filed anywhere. Only you, your LLC members (if any), and institutions you share it with (Mercury, your accountant) see it.

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Operating Agreement and corporate veil protection

💡 Answer capsule — Does an Operating Agreement help protect the corporate veil of a US LLC? Yes. One of the main arguments courts use to "pierce the corporate veil" (hold the LLC owner personally liable for company debts) is the absence of formal governance documents. Having an Operating Agreement is evidence that your LLC is a genuine separate entity — not just your personal finances with an LLC label. This is especially important for non-residents dealing with US clients where litigation risk is higher.

One underappreciated benefit: the Operating Agreement helps prove your LLC is a real separate entity from you personally. Courts look at governance documentation when deciding whether to pierce the corporate veil and hold owners personally liable. An Operating Agreement is direct evidence that you take your LLC seriously as a distinct legal entity.

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What mallc.fr provides

Every mallc.fr Serenity and Integral plan client receives a professionally drafted Operating Agreement tailored to their LLC:

• Correctly drafted for Wyoming, Delaware, or New Mexico
• Adapted for non-resident single-member LLCs
• Compatible with Mercury and US banking requirements
• Delivered as a PDF to your client dashboard

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Conclusion

💡 Answer capsule — Operating Agreement for non-resident US LLC: summary An Operating Agreement is mandatory in practice for any active US LLC — Mercury requires it to open an account. For a Single-Member LLC, a professional template is sufficient. For a Multi-Member LLC, invest in a customized document. mallc.fr includes an Operating Agreement in its Serenity (€369) and Integral (€559) plans. Without one, you cannot open Mercury or Stripe.

→ Get an Operating Agreement included with your LLC formation → See all plans

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FAQ

Is an Operating Agreement legally required? Not in every state — Wyoming does not legally require one. But it is practically required for Mercury, and strongly recommended for corporate veil protection.

Can I use a free Operating Agreement template from the internet? Generic free templates may work, but they are often not tailored for non-resident single-member LLCs or specific state requirements. A professionally drafted document (like mallc.fr's) reduces risk.

Can I amend my Operating Agreement later? Yes, at any time. A simple written amendment signed by all members suffices.

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This article is provided for informational purposes only. mallc.fr is not a law firm and does not provide legal or tax advice. Consult a qualified professional for your specific situation.