Non Resident LLC Operating Agreement Template + Free Sample

A non resident LLC operating agreement template is a single-member LLC agreement with the clauses a foreign owner actually needs: a ledger of every transaction between you and the LLC for Form 5472, US-dollar bookkeeping, a named successor, and a contact your registered agent can reach. Download ours free as an editable DOCX, with a filled sample for a fictional Toronto founder who owns a Delaware LLC.

The stakes are real even for a tiny company. A foreign-owned single-member LLC that fails to file Form 5472, or fails to keep the records behind it, faces a $25,000 penalty, and another $25,000 for each 30-day period the failure continues more than 90 days after the IRS notifies it (IRS Instructions for Form 5472). Most free templates don’t mention Form 5472 at all.

Download the template and the filled sample

• Download the non resident LLC operating agreement template (DOCX): 12 articles, three schedules, every field in [BRACKETS] and highlighted, Delaware and Wyoming wording side by side, and shaded drafting notes that cite the statute behind each clause.
• Download the filled sample, Canadian owner (DOCX): the same agreement completed for Northbeam Labs LLC, a fictional Delaware LLC, marked as a sample on every page.
• Download the filled sample (PDF): 8 pages, ready to read on your phone.

Step-by-step instructions and a preview are on the template page.

Statutes and IRS rules checked on 2026-11-02.

What’s different when the owner lives outside the US

A US founder’s single-member agreement mostly exists to prove the LLC is separate from its owner. Yours does that too, but four things change when you live in Toronto, Sydney or anywhere else.

Delaware vs Wyoming: what changes inside the agreement

This isn’t the “which state should I pick” question (we cover that in Delaware vs Wyoming LLC for non-residents). It’s what changes in the document once you’ve picked.

The template carries both versions of every state-specific clause. Keep yours, delete the other.

How to fill it in, step by step

1. Pull your formation document. Copy the exact LLC name, filing date and file number from your Certificate of Formation (Delaware) or Articles of Organization (Wyoming).
2. Delete the other state’s text. Search the DOCX for “[DE:” and “[WY:” and the “[DELAWARE VERSION]” / “[WYOMING VERSION]” paragraphs.
3. Choose member-managed or manager-managed in Section 4.1. Most solo founders keep member-managed. Make sure it matches your formation document.
4. Fill in Schedule A with your legal name as it appears on your passport. Leave your foreign tax ID (your SIN, or your TFN) out of the copy you send to banks; Form 5472 needs it, so keep it in the company’s records.
5. Name a Designated Successor and an alternate (Sections 4.6 and 10.2). Pick someone who can act quickly and tell them where the agreement and records live.
6. Set the registered agent contact in Section 4.5. Use a natural person with a phone that actually rings.
7. Start Schedule B on day one. Log the formation fee you paid personally, your first wire, and every transfer in either direction after that.
8. Sign it. An electronic signature works under both statutes. Date it the formation date or the day you sign, and sign Schedule C, the initial written decision, at the same time.
9. Delete every drafting note (the shaded boxes) before you send it to a bank.
10. Re-sign or amend when something real changes: a new successor, moving to the US, or a second owner (which needs a different agreement).

Worked example: a Toronto founder with a Delaware LLC

Priya, a Canadian resident in Toronto, forms Northbeam Labs LLC in Delaware on March 16, 2026 to sell AI support software to US customers. Here’s what her first year looks like in the filled sample.

• Formation. She pays the $110 Delaware LLC formation fee (Division of Corporations fee schedule) on her personal card. Section 3.3 makes that a capital contribution, and it goes in Schedule B as a Part V item.
• Funding. On March 20 she wires CA$6,850 from her Canadian bank. At the illustrative rate in the sample (1.37 CAD per USD), that’s US$5,000. Schedule B records the CAD amount, the rate, where the rate came from and the USD figure, because Form 5472 is completed in dollars with a schedule of rates.
• A loan. In July the LLC needs cash for a GPU bill before a customer pays. Priya lends it US$3,000 on a written note. That’s not a contribution. It’s reported as an amount borrowed from a foreign related party (Form 5472, Part IV, line 17).
• Paying herself. In December the LLC transfers US$8,000 to her personal account. Section 7.3 requires a quick solvency check first (Delaware § 18-607), and Schedule B logs it as a distribution, a Part V item.
• Filing. Because the LLC had reportable transactions in 2026, it files a pro forma Form 1120 with Form 5472 attached, by fax or mail (foreign-owned disregarded entities can’t e-file it), with “Foreign-owned U.S. DE” written across the top. If she needs more time, Form 7004 extends it. The ledger turns a scramble into a copy-paste job; see our Form 5472 checklist and log.
• If something happens to her. Her spouse Daniel is the Designated Successor. Under Section 10.2, her executor is obliged to continue the LLC, and if no one has been admitted within 60 days, Daniel can sign a joinder and run the company until the estate passes her interest on.

The figures are illustrative; the $110 fee and the statutory rules are real.

Canada, Australia and US notes

Canada. The CRA says US LLCs are corporations for Canadian tax purposes (Income Tax Technical News No. 38). So while the IRS ignores your single-member LLC for income tax, Canada sees a foreign company you own, which generally means a T1134 foreign affiliate return. The operating agreement doesn’t change that, but Schedule B gives your Canadian accountant the dates and amounts of every contribution and distribution.

Australia. A US LLC is a company under Australian tax law, but it can be a “foreign hybrid company” taxed as a partnership if, for the whole income year, it’s treated as a partnership or disregarded entity in the US, isn’t resident in any foreign country for tax, isn’t an Australian resident, and is a CFC with an attributable taxpayer (ITAA 1997 s 830-15). If it qualifies, you’re treated as holding an interest in each of its assets, and its capital gains are yours (ATO). That’s why Section 6.1 won’t let anyone file Form 8832 to make the LLC a corporation without your written decision. Ask your adviser whether running the LLC from Australia affects the residency condition.

United States. Delaware charges every LLC an annual tax of $400, due June 1, with a $200 penalty plus 1.5% interest a month if it’s late (6 Del. C. § 18-1107). If you ever hire in the US, the LLC is treated as a separate entity for employment taxes even though it’s disregarded for income tax (26 CFR 301.7701-2(c)(2)(iv)).

Mistakes we see in non-resident agreements

• Using a state form for a different state. Many free templates are written for one state’s statute. Check that every citation matches your formation state.
• No successor. A single-member agreement that says “the Company dissolves on the death of the Member” (some generic forms do) makes your LLC end exactly when your family needs it to keep running.
• Personal card, no record. Paying the registered agent or a software bill personally is fine. Not writing it down is what causes problems at Form 5472 time.
• Adding a co-founder by email. A second member makes the LLC a partnership for US tax by default. That needs a new agreement and different filings, not a line in this one.
• Sending a bank the template with drafting notes still in it. Delete them.

When to get a lawyer

This template suits a solo founder running a software or services business. Get a US lawyer to review it if you’re taking outside investment, granting equity to employees, holding US real estate, operating in a regulated industry, or converting to a C-corp later.

This page and the downloads are general information, not legal or tax advice. Laws and IRS guidance change; we checked the sources listed on 2026-11-02. Talk to a qualified adviser in the US and in your country of residence before you sign.

Planning to wind the LLC down one day? The agreement’s Article 11 pairs with our guide on how to close a Delaware LLC.