Reviewed by Anil Rajput, CPA · Last reviewed July 2026
Quick answer: An operating agreement is the internal document setting out who owns the LLC, who can decide what, how money moves, and what happens if an owner leaves. Most states do not require one. Skip it anyway and you weaken the separation between you and the company, which is the entire point of forming it.
This guide is general information for owner-operators and small trucking businesses, not personalized tax, legal, or financial advice. Tax rules, rates, and thresholds change and depend on your situation. Verify current figures with the primary sources linked below and consult a qualified tax professional before acting.
Is an operating agreement required?
In most states, no. A handful require one, and rules change, so check with your Secretary of State. But the requirement question is the wrong one to ask, because the document does its work whether or not the state demands it.
Without an operating agreement, your LLC is governed by your state's default statutory rules. Those defaults were written for a generic business and may distribute profits, allocate voting rights, or handle an owner's death in ways that have nothing to do with what you and your partner actually agreed.
Banks, lenders, and factoring companies also ask for it. So do brokers occasionally, and so does anyone doing diligence if you ever sell the operation.
What should a trucking LLC operating agreement include?
The standard sections, in the order they usually appear:
- Company basics. Legal name, formation state, principal place of business, registered agent, and business purpose.
- Members and ownership percentages. Who owns what share, and what each contributed to get it, whether cash, a truck, or a trailer.
- Management structure. Member managed or manager managed, and who has authority to sign contracts, take on debt, or buy equipment.
- Voting and decisions. What needs unanimous consent versus a majority. A 50/50 partnership with no tiebreaker is a deadlock waiting to happen.
- Profit allocation and distributions. How profit is split, how often money is distributed, and how much stays in the business for maintenance and reserves.
- Transfer restrictions and buy-sell terms. What happens if an owner wants out, dies, divorces, or becomes disabled, and how the interest is valued.
- Dissolution. How the company winds up and how equipment and remaining cash are divided.
Generic templates cover these adequately. What they do not cover is everything in the next section.
What clauses are specific to trucking?
A carrier has assets, licences, and cash flow patterns that a generic template was not written for. Five clauses worth adding:
- Who owns the equipment. If a member contributed a truck, state plainly whether the LLC now owns it or is merely using it, and what happens to it on dissolution. This is the single most common source of partnership fights in small fleets.
- Operating authority stays with the company. Make explicit that the USDOT number and MC authority belong to the LLC, not to whichever member's name appears on the filings, and that they do not walk out the door with a departing owner.
- Distribution timing against the settlement cycle. Freight pays on 30 to 45 day terms while fuel and repairs are immediate. Set a reserve floor before distributions rather than splitting whatever is in the account.
- Authority to hire drivers and bind insurance. Hiring a driver changes your safety profile and your premiums. Say who can do it.
- What happens if a member loses their CDL. In an operation where an owner also drives, a medical disqualification or a suspension changes what that member contributes. Address it before it happens.
If you are running with a spouse, the ownership and contribution clauses interact with how you are taxed, which is covered separately in our guide to entity choice for a husband and wife trucking business.
Why does a single member LLC still need one?
This is where most owner-operators stop reading, on the reasonable-sounding logic that an agreement with yourself is theatre. It is not, for three reasons.
The first is evidence of separateness. If someone sues and argues your LLC is a sham that should be disregarded, the operating agreement is part of the record showing you treated the company as a real entity. Combined with a separate bank account and clean books, it makes the veil harder to pierce.
The second is succession. If you die or are incapacitated, the agreement is what tells your family who takes over the company, the authority, and the equipment. Without it, your state's default rules decide, and those defaults are rarely what you would have chosen.
The third is growth. The day you add a partner or a second truck, you want the governance already written rather than negotiated under pressure with money already in play.
Do you need a lawyer to write it?
It depends on how many owners there are. A single member agreement is largely boilerplate, and a solid template adapted with the trucking clauses above is usually adequate. Have it reviewed if the equipment picture is complicated.
A multi-member agreement is worth paying for. The buy-sell terms, the valuation method, and the deadlock provisions are exactly the clauses nobody reads until the relationship has already broken down, and a template will not have thought about your specific split.
Whichever route you take, sign it, date it, and keep it with your formation documents and EIN letter. An unsigned draft sitting in a downloads folder does none of the work described above.
Frequently asked questions
Most do not, though a small number do and requirements change. Check with your Secretary of State. Either way, the document governs how your company actually runs, so the practical case for having one does not depend on the legal requirement.
No. It is an internal document, not a public filing. You keep it with your business records. That is different from your Articles of Organization, which are filed and become public record.
For a single member LLC, generally yes, using a reputable template adapted to your operation. For a multi-member LLC, have a lawyer draft or review it. The buy-sell and deadlock provisions are where template agreements fail, and those are the clauses that matter when something goes wrong.
Not directly. Your insurance handles the claim. What the agreement contributes is evidence that the LLC was operated as a genuine separate entity, which matters if a plaintiff argues the company and the owner are effectively the same person.
Yes. The agreement should include its own amendment procedure, usually requiring written consent from members holding a stated share. Update it whenever ownership, management, or the equipment picture changes, and keep the superseded versions.
Write one now, while you still agree with each other. Document what you have actually been doing on splits, equipment ownership, and decisions, and add the terms you have never discussed. Retroactive clarity is far cheaper than a dispute.
Paperwork that holds up when it matters
An operating agreement only means something if the books behind it match: separate accounts, distributions recorded properly, and equipment on the balance sheet where the agreement says it is. Ace Global gives owner-operators and small fleets a dedicated bookkeeper backed by CPAs who keeps that record clean alongside your Form 2290, IFTA quarters, and corporate return. Flat pricing, no long-term contracts, onboarding in about 15 minutes. Get started with Ace Global today.
Related reading
- LLC, sole proprietor, or S-corp for owner-operators
- Which state should you form your trucking LLC in?
- Bookkeeping for small trucking fleets
Sources
- IRS - Limited Liability Company (LLC)
- IRS - Single Member Limited Liability Companies
- SBA - Choose a Business Structure
This article is for informational purposes only and does not constitute tax, legal, or financial advice. Operating agreement requirements and default LLC rules are set by each state and change. Consult a qualified attorney before adopting an operating agreement, particularly one with multiple members.