Single-Member LLC Operating Agreement — Manager-Managed
One owner who appoints a manager and keeps the big decisions: borrowing limit, reserved-decision list, manager removal.
The first pages
Rendered from the actual form. Yellow fields are the ones you fill in; the rest is already written.
OPERATING AGREEMENT
[COMPANY NAME], LLC
The information in this table is incorporated into the Agreement that follows. Where the Agreement refers to an item "in the Key Terms," it means the entry below.
| Item | Entry |
|---|---|
| Company name | [COMPANY NAME], LLC |
| Date the Certificate of Organization was filed with the Department of State | [FILING DATE] |
| Effective date of this Agreement | [EFFECTIVE DATE] |
| Principal office | [PRINCIPAL OFFICE ADDRESS] |
| Registered office (oficina designada) | [REGISTERED OFFICE ADDRESS] |
| Resident agent (agente residente) — name and address | [RESIDENT AGENT NAME] · [RESIDENT AGENT ADDRESS] |
| Member — name and mailing address | [MEMBER NAME] · [MEMBER MAILING ADDRESS] |
| Member's initial capital contribution | $[INITIAL CONTRIBUTION AMOUNT] in cash · Non-cash contribution and agreed value: [DESCRIPTION OF NON-CASH CONTRIBUTION, OR "None"] |
| Management | Manager-managed. The Manager named below runs the Company; the decisions listed in Section 4.3 are reserved to the Member. |
| Manager — name and mailing address | [MANAGER NAME] · [MANAGER MAILING ADDRESS] |
| Borrowing limit (loans or guarantees above this amount need the Member's consent) | $[BORROWING LIMIT] |
| Officers (optional) | President: [OFFICER NAME, OR "None"] · Secretary: [OFFICER NAME, OR "None"] · Treasurer: [OFFICER NAME, OR "None"] |
| Intended tax classification — Puerto Rico | [PUERTO RICO TAX CLASSIFICATION] |
| Intended tax classification — U.S. federal | [FEDERAL TAX CLASSIFICATION] |
| Fiscal year | Calendar year |
… the document continues for about 6 pages.
The instruction sheet
Every download includes a plain-language instruction sheet. This is how it opens.
INSTRUCTION SHEET
Single-Member LLC Operating Agreement
This is the operating agreement (contrato de compañía de responsabilidad limitada) for a Puerto Rico LLC that has one owner but is run by a manager — someone other than the owner, or the owner acting in a separate capacity. The owner is called the "Member"; the person running the business is the "Manager". The agreement gives the Manager authority over day-to-day operations, reserves the important decisions to the Member, and records how the Manager can be replaced.
Typical situations: an owner who lives abroad or has another occupation and hires a local manager; a parent who owns the company and lets a son or daughter run it; a holding company that owns the LLC and appoints an individual to manage it; an owner who wants a clean separation between ownership and management for liability or succession reasons.
Use a different form if: the owner will run the business personally (use the Member-Managed form, PR-LLC-01, which is simpler); the company will render licensed professional services (use PR-LLC-03); or there is more than one owner (use PR-LLC-04 to 06).
• Work in Microsoft Word (or any program that opens .docx files). Every field appears in yellow highlight inside square brackets, for example [COMPANY NAME]. Replace the whole bracket — including the brackets themselves — with your information, and remove the yellow highlight (select the text, then Home → Text Highlight Color → No Color).
• Some fields offer choices, written as "OPTION A" OR "OPTION B". Pick one, type that text in place of the entire bracket, and delete the alternatives. Never leave both options in the signed document.
• Use the search function (Ctrl+F) to search for an opening square bracket when you are done. If the search finds nothing, every field has been completed.
• Delete the cover page (the first page, with the "How to use this form" box) before printing or signing.
• Do not change the numbering of the sections. The sections refer to one another by number, and the Instruction Sheet uses the same numbers.
Questions
What file do I get?
A zip with the Puerto Rico edition as Word (.docx) files in English and Spanish, plus the Instruction Sheet. Open in Microsoft Word, Google Docs or LibreOffice.
How do I complete it?
Open the Instruction Sheet first. Replace each yellow [BRACKETED FIELD] with your information, delete the options you do not use, delete the cover page, then print or e-sign.
Can I reuse it?
Yes. The license covers your own business and every company you own; it does not allow resale of the template itself.
Do I need a notary or a lawyer?
The Instruction Sheet says when a signature needs a notary and lists the situations where the form is not enough and an attorney should review it.
Refunds?
Digital downloads are final once delivered. The preview on this page is taken from the actual document so you can see what you are buying.