How to complete a LLC Operating Agreement in Ohio

This form establishes the internal rules and ownership structure for your Ohio limited liability company and is required by most commercial lenders to verify member equity, profit distribution, and management authority before approving business loans.

- Certificate of Organization or Articles of Organization filed with the Ohio Secretary of State, including your LLC's exact legal name and file number - Complete legal names, addresses, and taxpayer identification numbers (SSN or EIN) for all members - Capital contribution amounts each member has already paid or will pay into the LLC, whether cash, property, or services - Ownership percentage for each member (must total 100 percent) - Decision on management structure: member-managed (all owners participate) or manager-managed (designated managers run daily operations)

1. Complete the formation details section with your LLC's legal name exactly as filed with Ohio, the formation date, and the principal place of business address. 2. List each member's full legal name, address, initial capital contribution amount, and ownership percentage in the members schedule. Verify the percentages add to 100. 3. Specify the management structure. For member-managed (most common for small businesses), indicate that all members share authority. For manager-managed, name the specific individuals who will serve as managers. 4. Define voting rights and major decision thresholds. Ohio law allows flexibility here—specify whether routine decisions need simple majority approval or if certain actions (selling assets, taking loans, admitting new members) require unanimous or supermajority consent. 5. Detail profit and loss allocation. Typically this mirrors ownership percentages, but you may customize. State how and when distributions will be made to members. 6. Address capital call provisions—whether the LLC can require members to contribute additional funds and under what circumstances. 7. Include transfer restrictions that control whether members can sell or assign their ownership interests without consent from other members. Most lenders prefer strict transfer limitations. 8. Add Ohio-specific provisions as needed, such as compliance with Ohio Revised Code Chapter 1705 (if formed before 2022) or Chapter 1706 (new Ohio LLC Act for entities formed after February 2022). 9. Have all members sign and date the agreement. Ohio does not require notarization for operating agreements, but banks may request notarized signatures for loan files.

- Banks scrutinize capital contribution schedules closely to confirm members have real equity at risk—unpaid or promised contributions raise red flags and may disqualify the business from SBA loans - Ensure the authority section clearly names who can sign loan documents and bind the LLC to debt obligations; ambiguous management language delays underwriting - Missing or outdated operating agreements are the number-one reason Ohio LLC loan applications stall—have this executed before approaching lenders