Single-Member LLC Operating Agreement — Member-Managed
One owner who runs the business personally. Key Terms table + 7 articles, with the tax-classification choices explained.
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 | Member-managed. The Member manages the Company directly. |
| 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 5 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 (in the words of the statute, the contrato de compañía de responsabilidad limitada) for a Puerto Rico LLC that has one owner who will run the business personally. The owner is called the "Member". The agreement records that the Member owns 100% of the company, that the Member manages it, how profits are paid out, what happens if the Member dies or sells, and the rules that protect the Member's limited liability.
Why a single-owner company needs this document. Puerto Rico law does not require an LLC to have a written operating agreement, but banks, landlords, Hacienda auditors and courts expect one. It is the document that shows the company is a separate entity from its owner — which is the whole reason for forming an LLC — and it tells a bank officer who is authorized to sign. Without it, the default rules of the General Corporations Act apply, and those defaults are not always what a sole owner would want.
Use this form if: one person (or one company) owns the LLC; that person will make all decisions personally; and there is no present plan to bring in partners.
Use a different form if: the owner wants someone else to run the business day to day (use the Manager-Managed form, PR-LLC-02); the company will render licensed professional services such as law, medicine, dentistry, engineering, architecture or accounting (use the Professional Services form, PR-LLC-03); or there is more than one owner (use the multi-member forms, 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.
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.