The two questions
Requirement. For each state below, the answer reflects only the sections of the LLC act we actually read — listed in the table. Where no provision imposes or excuses an operating agreement, the table says so instead of guessing.
Form. Some acts admit oral or implied agreements; Michigan requires a written agreement (MCL 450.4102(r)), and a single-member Ohio LLC uses a written declaration of the sole member (ORC §1706.01(R)). The defining sentence is quoted on each state's page.
Reading method: official statute sites (legislature or state-published code). Ohio and Michigan's official sites were unreachable; their texts were read from archived copies of the official sites, dated in the table. Colorado and Illinois remain uncovered — their official sites were unreachable and no archived copy of the official source was available.
Comparison table
| State | Operating agreement required? | Form the statute admits | Default rules (absent a contrary clause) | Source & reading dates |
|---|---|---|---|---|
| California | No provision found in the sections read (Cal. Corp. Code §17701.02(s), §17701.10(a)–(b)) — not legal advice; consult the full Act or an attorney. | Writing not required — oral, recorded, or implied agreements are admitted. Cal. Corp. Code §17701.02(s) |
Member-managed by default; each member has equal rights in management and conduct; amendments require the consent of all members unless the operating agreement provides otherwise. (Cal. Corp. Code §17704.07(a), (b)(2), (b)(5)) | read on the official site 2026-10-06 and 2026-10-10 |
| Texas | No provision found in the sections read (Tex. Bus. Orgs. Code §101.001(1), §101.052(a)–(b)) — not legal advice; consult the full Act or an attorney. | Writing not required — implied or oral agreements are admitted; a single-member agreement is valid. Tex. Bus. Orgs. Code §101.001(1) |
The members govern the company, subject to any provision in the certificate of formation stating that management is vested in managers. (Tex. Bus. Orgs. Code §101.251(b)) An amendment to the company agreement requires the consent of each member, unless the agreement provides otherwise. (Tex. Bus. Orgs. Code §101.053) | read on the official site 2026-10-06 and 2026-10-10 |
| Florida | No provision found in the sections read (Fla. Stat. §605.0102(45), §605.0105(1), §605.0106) — not legal advice; consult the full Act or an attorney. | Writing not required — oral, implied, or recorded agreements are admitted. Fla. Stat. §605.0102(45) |
A limited liability company is member-managed by default; management and conduct of the company are vested in the members. (Fla. Stat. §605.0407(1)–(2)) | read on the official site 2026-10-06 and 2026-10-10 |
| Delaware | No provision found in the sections read (6 Del. C. §18-101(9), §18-402) — not legal advice; consult the full Act or an attorney. | Writing not required — oral or implied agreements are admitted. 6 Del. C. §18-101(9) |
Management of the company is vested in the members in proportion to their interests in the profits of the company; a member holding a majority in interest controls management. (6 Del. C. §18-402) | read on the official site 2026-10-06 and 2026-10-10 |
| Virginia | No provision found in the sections read (Va. Code §13.1-1002, §13.1-1023.B (adoption, form, amendment, enforcement)) — not legal advice; consult the full Act or an attorney. | Writing not required unless the articles or a written agreement say otherwise. Va. Code §13.1-1023.B.1 |
If the articles of organization or an operating agreement does not provide for the manner of amendment, all members must agree to any amendment. (Va. Code §13.1-1023.B.2) | read on the official site 2026-10-06 and 2026-10-10 |
| Ohio | No provision found in the sections read (Ohio Rev. Code §1706.01(R), §1706.06(A), §1706.08(A)) — not legal advice; consult the full Act or an attorney. | Multi-member: writing not required. Single-member: a written declaration of the sole member is required. Ohio Rev. Code §1706.01(R) |
To the extent the operating agreement does not provide for a matter, Chapter 1706. of the Revised Code governs. (Ohio Rev. Code §1706.08(A)(2)) | Official statute text read on 2026-10-06 from an archived copy of codes.ohio.gov dated March 10, 2025. |
| Michigan | No provision found in the sections read (MCL 450.4102(r), 450.4215, 450.4401, 450.4214) — not legal advice; consult the full Act or an attorney. | Writing required — for single-member and multi-member LLCs alike. MCL 450.4102(r) |
Unless the articles of organization state that the business is to be managed by one or more managers, the business of the limited liability company is managed by the members. (MCL 450.4401) | Official statute text read on 2026-10-06 from archived copies of legislature.mi.gov dated May 8, 2025 (§450.4102(r)), April 3, 2025 (§450.4215), May 17, 2025 (§450.4401), and December 23, 2025 (§450.4214). |
| Wyoming | No provision found in the sections read (Wyo. Stat. §17-29-102(a)(xiv), §17-29-110(a)–(b), §17-29-111, §17-29-407) — not legal advice; consult the full Act or an attorney. | Writing not required — oral, recorded, or implied agreements are admitted, for a sole member too. Wyo. Stat. §17-29-102(a)(xiv) |
A limited liability company is member-managed unless the articles of organization or the operating agreement expressly state that management is vested in managers; each member has equal rights in the management and conduct of the company's activities. (Wyo. Stat. §17-29-407(a), (b)(ii)) | read on the official statute PDF 2026-10-06 |
Operating agreements by state
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