If you’re forming a Limited Liability Company (LLC), you might wonder: “Does an LLC need bylaws like a corporation does?”
The short answer is no, an LLC does not need bylaws. Instead, LLCs use a different internal governing document called an Operating Agreement.
In this blog, we’ll explain the difference between bylaws and operating agreements, and what your LLC actually needs to stay legally compliant and well-organized.
What Are Bylaws?
Bylaws are internal rules that govern how a corporation operates. They outline:
- How the board of directors is structured
- Voting procedures
- Shareholder meetings
- Appointment of officers
Bylaws are mandatory for corporations, but not used for LLCs.
Does an LLC Need Bylaws?
No, an LLC does not need bylaws.
Instead, an LLC should create an Operating Agreement, which serves a similar purpose but is tailored to LLCs.
What Is an Operating Agreement?
An Operating Agreement is the key governing document for an LLC. It outlines:
- Member roles and responsibilities
- Ownership percentages
- Voting rights
- Profit and loss distribution
- Rules for adding or removing members
- Dissolution procedures
Think of it as the LLC’s internal rulebook—just like bylaws are for corporations.
Why You Need an Operating Agreement (Even If It’s Not Required)
Most states do not legally require an Operating Agreement, especially for single-member LLCs. But it’s still highly recommended because it:
Protects Limited Liability Status
It reinforces the separation between the business and the owner.
Prevents Disputes
Clarifies roles, responsibilities, and ownership to avoid internal conflict.
Supports Legal Compliance
Banks, investors, and courts often request an Operating Agreement to confirm your LLC’s legitimacy.
Operating Agreement vs. Bylaws: Key Differences
| Feature | Operating Agreement (LLC) | Bylaws (Corporation) |
|---|---|---|
| Used By | LLCs | Corporations |
| Required By Law | Not always | Yes, in most states |
| Governs | Members & Managers | Directors & Officers |
| Flexibility | Highly flexible | More structured |
| Filing | Kept internally | Kept internally |
What Happens If You Don’t Have an Operating Agreement?
Without an Operating Agreement:
- Your LLC will be governed by default state laws, which may not suit your specific needs.
- You risk internal disputes with other members.
- It may be harder to open a business bank account or secure funding.
Final Answer: LLCs Don’t Need Bylaws — They Need Operating Agreements
While LLCs don’t need bylaws, they do need an Operating Agreement to ensure clarity, structure, and legal protection. Whether you’re a single-member LLC or have multiple owners, drafting a strong Operating Agreement is a smart move.
