LLC operating agreement rules by state

Texas, California and North Carolina vote per capita and distribute by contribution. A member who funds $900,000 against a partner’s $100,000 collects ninety percent of every distribution and holds exactly one vote out of two. Money without control on one side, control without money on the other, and both partners believe the statute is on their side because each has read the half that favors them.

For a single state’s full breakdown, see the state directory.

No published chart shows this, because every published chart gives each state one label. Three of the largest formation states in the country need two.

A single label per state is wrong about the states where the most money sits.

This page answers two different questions, so it has two tables. What does the statute decide if your operating agreement says nothing. And what will the statute refuse to let your operating agreement take away.

What the statute decides when you say nothing

State	Voting	Distributions	Amending the agreement
Alabama	Per capita	Equal shares	Unanimous
Alaska	Per capita	Equal shares	Unanimous
Arizona	Per capita	Equal shares	Unanimous
Arkansas	Per capita	Equal shares	Unanimous
California	Per capita	By contribution	Unanimous
Colorado	Per capita	By contribution	Unanimous
Connecticut	Per capita	Equal shares	Unanimous
Delaware	By profits share	By contribution	Unanimous, but only if formed on or after Jan 1, 2012
District of Columbia	Per capita	Equal shares	Unanimous
Florida	By profits share	By contribution	Unanimous
Georgia	Per capita	Equal shares	Not on the unanimity list
Hawaii	Per capita	Equal shares	Unanimous
Idaho	Per capita	Equal shares	Unanimous
Illinois	Per capita	Equal shares	Unanimous
Indiana	By contribution	By contribution	Unanimous
Iowa	Per capita	Equal shares	Unanimous
Kansas	By contribution	By contribution	Unanimous
Kentucky	By contribution	By contribution	Majority
Louisiana	Per capita	Equal shares	Majority
Maine	Per capita	Equal shares	Unanimous
Maryland	By profit interest	By contribution	Unanimous
Massachusetts	By contribution	By contribution	Unanimous
Michigan	Per capita	Equal shares	Majority
Minnesota	Per capita	Equal shares	Unanimous
Mississippi	By contribution	By contribution	Unanimous
Missouri	Per capita	Equal shares	Unanimous
Montana	Per capita	Equal shares	Unanimous
Nebraska	Per capita	Equal shares	Unanimous
Nevada	By contribution	By contribution	Unanimous
New Hampshire	By contribution	By contribution	Unanimous
New Jersey	Per capita	Equal shares	Unanimous
New Mexico	By contribution	By unreturned contribution	Majority of voting power
New York	By profits share	By contribution	Majority in interest
North Carolina	Per capita	By contribution	Unanimous to adopt or amend
North Dakota	Per capita	Equal shares	Unanimous
Ohio	Per capita	Equal shares in cash, by contribution in kind	Unanimous
Oklahoma	By contribution	By contribution	Majority
Oregon	Per capita	Equal shares	Unanimous
Pennsylvania	Per capita	Equal shares	Unanimous
Rhode Island	By contribution	By contribution	Majority
South Carolina	Per capita	Equal shares	Unanimous
South Dakota	Per capita	Equal shares	Unanimous
Tennessee	Per capita	Equal shares	Unanimous
Texas	Per capita	By contribution	Unanimous
Utah	Per capita	Equal shares	Unanimous
Vermont	Per capita	By contribution	Unanimous
Virginia	By contribution	By contribution	Unanimous
Washington	By contribution	By contribution	Unanimous
West Virginia	Per capita	Equal shares	Unanimous
Wisconsin	Per capita	Equal shares	Unanimous
Wyoming	Per capita if formed on or after Jul 1, 2010, by capital if before	Equal shares	Unanimous

Three states run two regimes at once. Delaware’s unanimous-amendment default applies only to companies formed on or after January 1, 2012, and pre-2012 Delaware LLCs have no statutory amendment default at all. New York companies whose articles predate the relevant subdivision stay on the prior version of section 402. Wyoming’s voting default turns entirely on July 1, 2010. In all three the honest answer to “what is my default” starts with “when were you formed,” and Wyoming’s is the one that matters most, because it decides who controls the company rather than how a document gets amended.

Ohio splits inside a single column. Cash distributes equally among members and property distributed in kind goes by contribution. Same company, two sharing rules, decided by the form of the asset. That is load-bearing for any Ohio LLC holding real estate.

Unanimity to amend is the most consistent rule in the set, and the one most likely to blindside a majority owner who assumes that controlling the company means controlling its documents. Forty-three of these fifty-one require every member. A ninety percent owner in most of them cannot change one word over a ten percent member’s objection.

In forty-three of fifty-one states, owning most of the company does not let you amend its operating agreement.

The doctrine behind default rules generally is on the default rules guide, and how distributions work is on the distributions guide. This page is about how the answers differ by state, not about what the concepts mean.

What the statute will not let you contract away

State	Can fiduciary duties be eliminated?	Can information rights be eliminated?	Can it happen without your consent?
Alabama	Within limits, not manifestly unreasonable	Only if reasonable	No, unanimity required
Alaska	No express rule	No express rule	Unsettled
Arizona	Yes, except good faith	Only if reasonable	No, unanimity required
Arkansas	Restrict, not eliminate	Only if reasonable	No, unanimity required
California	Partly, if not manifestly unreasonable	No	No
Colorado	Within limits, not manifestly unreasonable	Only if reasonable	No, unanimity required
Connecticut	Restrict, not eliminate	Only if reasonable	No, unanimity required
Delaware	Yes, except good faith	Yes, by restriction	No, unanimity required
District of Columbia	Restrict, not eliminate	Only if reasonable	No, unanimity required
Florida	Partly, if not manifestly unreasonable	No	No
Georgia	Yes, except three named conducts	Yes, entirely	Yes, on a majority vote
Hawaii	Restrict, not eliminate	Only if reasonable	No, unanimity required
Idaho	Restrict, not eliminate	Only if reasonable	No, unanimity required
Illinois	Partly, if not manifestly unreasonable	No	No
Indiana	Yes, by written agreement	Only if reasonable	No, unanimity required
Iowa	Restrict, not eliminate	Only if reasonable	No, unanimity required
Kansas	Yes, except good faith	Yes, by restriction	No, unanimity required
Kentucky	Yes, by written agreement	Only if reasonable	Yes, a majority can
Louisiana	Restrict, not eliminate	Yes, by agreement	Yes, a majority can
Maine	Restrict, not eliminate	Only if reasonable	No, unanimity required
Maryland	Yes, by agreement	Only if reasonable	No, unanimity required
Massachusetts	Yes, by agreement	Only if reasonable	No, unanimity required
Michigan	Restrict, not eliminate	Only if reasonable	Yes, a majority can
Minnesota	Restrict, not eliminate	Only if reasonable	No, unanimity required
Mississippi	Yes, except good faith	Only if reasonable	No, unanimity required
Missouri	Restrict, not eliminate	Only if reasonable	No, unanimity required
Montana	Partly, care floor is the weakest	No	No
Nebraska	Restrict, not eliminate	Only if reasonable	No, unanimity required
Nevada	Yes, except good faith	Yes, entirely	No, unanimity required
New Hampshire	Yes, except good faith	Yes, by restriction	No, unanimity required
New Jersey	Partly, if not manifestly unreasonable	No	No
New Mexico	No express rule	No express rule	Unsettled
New York	No, the duty itself is untouched	No	No
North Carolina	Yes, but some remedy must survive	No, the core is locked	No
North Dakota	Restrict, not eliminate	Only if reasonable	No, unanimity required
Ohio	Yes, except good faith, and only in writing	Yes	No, unanimity by default
Oklahoma	Yes, by agreement	Only if reasonable	Yes, a majority can
Oregon	Restrict, not eliminate	Only if reasonable	No, unanimity required
Pennsylvania	Restrict, not eliminate	No, protected floor	No, unanimity required
Rhode Island	Restrict, not eliminate	Only if reasonable	Yes, a majority can
South Carolina	Restrict, not eliminate	Only if reasonable	No, unanimity required
South Dakota	Partly, loyalty and good faith survive	Yes, by restriction	No, unanimity required
Tennessee	Tailorable, good faith survives	Only if reasonable	No, unanimity required
Texas	Yes, except good faith	No	No
Utah	Restrict, not eliminate	Only if reasonable	No, unanimity required
Vermont	Within limits, not manifestly unreasonable	Only if reasonable	No, unanimity required
Virginia	Likely no	Yes, by restriction	No, unanimity required
Washington	Yes, except good faith	Only if reasonable	No, unanimity required
West Virginia	Restrict, not eliminate	Only if reasonable	No, unanimity required
Wisconsin	Restrict, not eliminate	Only if reasonable	No, unanimity required
Wyoming	Yes, except good faith	No	No

The two columns do not predict each other

Delaware and Texas sit in the same cell on duties and land on opposite sides on information. Texas will let a company agreement eliminate every fiduciary duty a manager owes you and will not let it stop you reading the books. Delaware permits both. Wyoming and Ohio both cut their duty floors out of a uniform framework and landed opposite each other on information rights.

Texas guarantees you can watch. It no longer guarantees anyone owes you anything.

That is why this is two columns rather than a single score for how contractarian a state is. A single score would put Delaware and Texas together and be wrong about the thing a passive investor most needs to know.

Statutory family predicts nothing

Wyoming, Florida, New Jersey, Illinois, South Dakota and Montana all took a version of the uniform LLC act. Florida, New Jersey, Illinois, South Dakota and Montana kept the fiduciary floors that come with it. Wyoming cut them out and left the subsection numbering behind, so the provision that stops an agreement from eliminating the duties of loyalty and care now reads, in Wyoming, “Reserved.”

South Dakota did the same thing to information rights by a different method. In the uniform act, unreasonably restricting a member’s access to records is the first item on the prohibited list. South Dakota moved it into the permitted list and turned it from a bar into a grant.

Two uniform-act states quietly removed the protections everyone assumes the uniform act carries, by two different edits, and both are still described as uniform-act states everywhere else.

Reading the act a state started from will not tell you what the state did to it. The freedom of contract guide covers the families and where that framing does and does not hold.

Georgia is the one state where a head-count majority can do it to you

Georgia is not the only state where a majority can amend over a dissenter. Kentucky and Oklahoma allow it by a majority in interest, New Mexico and New York by a majority of the voting power, Rhode Island by a majority of capital value, Louisiana and Michigan by a simple majority of the members counted by head. What still sets Georgia apart is the combination. In the five interest-weighted states a real ownership majority is needed. Louisiana and Michigan count by head as Georgia does, but Louisiana’s majority cannot touch the fiduciary duty and Michigan’s can reach neither the fiduciary duty nor the right to see the books, so a floor survives in each. Only in Georgia can a bare majority by head, which may own a minority of the company, reach all three protections at once. Delaware and Nevada demand the original agreement or an amendment by all members; Ohio’s default is unanimous; North Carolina requires unanimity to adopt or amend; the rest forbid the waiver outright.

Georgia is built the other way on three separate axes. The operating agreement can subtract charging order protection, because the foreclosure bar is a default the articles or agreement may override. It can eliminate fiduciary duties down to three named conducts. It can eliminate information rights entirely, because the whole records section opens “except as otherwise provided in the articles of organization or a written operating agreement.” And amending a Georgia operating agreement is not on the statute’s unanimity list, while ordinary approval runs on a majority by head.

In Georgia, on the face of the statutes, a majority by head can amend the agreement to strip a minority member of creditor protection, fiduciary protection, and the right to see the books.

Georgia also allows the fiduciary waiver to sit in the articles of organization, a public filing, rather than in the private agreement. It is the only state in the set that does.

Where you form for protection is where you have the least of it

Delaware, Nevada, Wyoming and Texas are the four states that compete hardest for out-of-state formations. All four have arrived at the same place on fiduciary duty: everything waivable except the implied covenant of good faith and fair dealing. They got there by four unrelated routes across three decades.

Those are also the states people are told to form in for charging order protection. Wyoming has one of the strongest charging order statutes in the country and no fiduciary floor at all. The protection running outward against a creditor and the protection running inward against your own manager are inversely related across these four states.

If you are the money in someone else’s deal, the state chosen to protect the deal from outsiders is not the state that protects you from the sponsor. That has to come from the agreement.

What this page is not

It is not a ranking. Two of these columns have no better or worse answer, only an answer that fits your deal or does not. A per capita voting default protects a sweat-equity partner and ambushes a capital partner, and the two of them are reading the same row.

It is now complete: all fifty states and the District of Columbia are verified from their own code sites, and no state was listed here until its statutes had been read rather than summarized.

The bottom line

Texas, California and North Carolina vote per capita and pay by contribution, which no single-label chart can express.

Delaware, New York and Wyoming each run two governance regimes at once, divided by formation date.

Forty-three of the fifty-one require unanimous consent to amend the operating agreement, so a majority owner usually cannot rewrite the document.

Whether duties can be waived and whether information rights can be waived vary independently, and no state’s answer on one predicts its answer on the other.

Georgia is the only state in the set where a majority vote can strip a minority member of creditor protection, fiduciary protection, and access to the books.

The four states that compete for formations have all removed the fiduciary floor, which means the states chosen for outside protection offer the least inside protection.

Last verified July 2026.