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Single-member LLC operating agreement template for non-US owners

Neither Delaware nor Wyoming makes you file an operating agreement, but banks ask for one and a foreign-owned LLC needs records behind its Form 5472, where a missed filing or missing records cost $25,000. This template adds the clauses a non-US owner needs to a standard single-member agreement.

Updated · Rules checked against official sources on

Download the files

  • Operating agreement template 12 articles, 3 schedules, Delaware and Wyoming wording DOCX · 50 KB DOCX
  • Filled sample (Canadian owner) Fictional Delaware LLC, marked as a sample DOCX · 45 KB DOCX
  • Filled sample (Canadian owner) 8 pages, fictional company and person PDF · 22 KB PDF

Free to use and edit. Not legal or tax advice: check your situation with a lawyer or accountant before you sign or file.

What's in the file

  • A full single-member LLC agreement: formation, the sole member, capital, management, tax classification, distributions, transfers, death and dissolution.
  • Clauses for an owner abroad: residence outside the US, member loans and currency, a registered agent communications contact, and a named successor.
  • Schedule B, a related-party ledger mapped to Form 5472 Parts IV and V, with original currency, exchange rate and US dollar columns.
  • Delaware and Wyoming alternatives for every state-specific clause, with shaded drafting notes citing the statute behind each one.
  • A filled sample for a fictional Toronto founder, with four example ledger rows.

Preview

First page of the filled sample operating agreement for a fictional Delaware LLC, marked sample only
First page of the PDF.

How to use it

  1. Copy the exact LLC name, filing date and file number from your Certificate of Formation (Delaware) or Articles of Organization (Wyoming).
  2. Keep your state's wording: search the DOCX for [DE: and [WY: and delete the other state's text.
  3. Fill in Schedule A, name a Designated Successor and an alternate, and set the registered agent communications contact.
  4. Start Schedule B on day one: log the formation fee you paid personally, your first transfer in, and every transfer in either direction after that.
  5. Delete the drafting notes, then sign. Both states accept electronic signatures.

Worked example

A Toronto founder forms a Delaware LLC and pays the $110 formation fee on a personal card, wires CA$6,850 (US$5,000 at an illustrative 1.37), lends the LLC US$3,000 on a note and takes an US$8,000 distribution in December. Schedule B logs the fee, the wire and the distribution as Part V items and the loan as Part IV line 17, which is what the pro forma Form 1120 and Form 5472 need.

Who it's for

United States
Single-member Delaware or Wyoming LLCs owned by one non-US person. For another state, replace every statutory reference; for two or more members, use a multi-member agreement.
Canada
The CRA treats a US LLC as a corporation, so you generally report it on Form T1134. Schedule B gives your accountant the dates and amounts.
Australia
A US LLC that stays disregarded in the US can be a foreign hybrid company under Division 830. Section 6.1 blocks a Form 8832 election without your written decision.

Official sources

Checked on . Rules change; confirm on these pages before you file.

Frequently asked questions

Does a single-member LLC need an operating agreement?
Neither Delaware nor Wyoming requires a written one; both recognise oral and implied agreements, including for a sole member. In practice banks ask for it, and a foreign-owned LLC needs records that support Form 5472.
Does the operating agreement have to be filed or notarized?
No. It stays in the company records. Both states accept electronic signatures. Follow a bank's own instructions if it asks for a certified copy.
What happens if the sole member dies?
A Delaware LLC with no members dissolves unless it is continued within 90 days; a Wyoming LLC dissolves after 90 consecutive days with no members. The template names a successor so the LLC can continue.
Can I use it for a Texas, Florida or California LLC?
The structure works, but the statutory references are Delaware and Wyoming only. Replace every citation with your state's LLC act before you sign.
Is this legal advice?
No. It is a starting point. Have a US lawyer review it if you have investors, a co-founder, US employees or real estate.

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