Operating Agreement Template for the UK

Use an operating agreement whenever a business has more than one owner, or a single owner who wants clear asset protection and succession terms. It matters most when members have different roles, investment levels or expectations about how the business will run, and when you want to override the default rules that would otherwise apply.

The agreement earns its keep during major events: bringing in a new member, selling a stake, handling a deadlock, or winding the business down. It also helps establish clear decision-making before you expand, raise finance, or enter new markets. Many teams put one in place before seeking investment, since investors want to see how governance and profit sharing work. If you need a related document, our NDA templates often accompany early member and investor conversations.

You'll also need an operating agreement if members plan to contribute unequal resources, whether that's capital, property, time or specialist expertise, and want the split of profits and control to reflect that rather than defaulting to an even share. Setting the rules once means every future decision runs against terms the members already agreed.

• Limited Liability Company Operating Agreement: Standard multi-member agreement covering basic ownership and management structure
• Single Owner LLC Operating Agreement: Simplified version for sole owners, focusing on asset protection and succession planning
• Manager Managed LLC Operating Agreement: Separates ownership from daily operations, ideal for passive investors
• Operating Agreement For Incorporation: Specialized version for companies transitioning to corporate structure
• Real Estate LLC Operating Agreement: Tailored for property investment ventures with specific asset management provisions

• Business Owners/Members: Primary parties who sign and are bound by the Operating Agreement, setting out their rights, responsibilities, and profit shares
• Company Directors: Responsible for implementing and following the agreement's management structure and decision-making processes
• Legal Advisors: Draft and review the agreement to ensure compliance with UK company law and protect all parties' interests
• Business Managers: Day-to-day operators who must understand and follow the agreement's operational guidelines
• Investors: Often review the agreement before investing to understand company structure and governance
• Company Secretary: Maintains and updates the agreement as part of official company records

• Company Details: Gather full legal names, addresses, and ownership percentages of all members
• Capital Structure: Document initial investments, profit-sharing ratios, and future capital contribution rules
• Management Setup: Define roles, voting rights, and decision-making processes for daily operations
• Exit Strategy: Plan procedures for member departures, business sale, or company dissolution
• Financial Rules: Outline distribution policies, tax allocations, and accounting methods
• Dispute Resolution: Establish clear procedures for handling disagreements and deadlocks
• Template Selection: Use our platform to generate a legally-sound agreement that fits your specific business structure

• Company Information: Full legal name, registered address, and company number
• Membership Details: Names, ownership percentages, and capital contributions of all members
• Management Structure: Decision-making processes, voting rights, and meeting procedures
• Financial Provisions: Profit distribution, loss allocation, and tax treatment methods
• Transfer Rights: Rules for selling or transferring membership interests
• Dissolution Terms: Procedures for winding up the business and asset distribution
• Dispute Resolution: Mediation and arbitration procedures under English law
• Amendment Process: Rules for modifying the agreement with member consent

An operating agreement and the Articles of Association serve different but complementary roles. Both govern how a company runs, but they differ in legal status, who can read them, and how much detail they carry. In short, the Articles are the public constitution filed with the register, while the operating (or members') agreement is the private contract between members.

The content of an operating agreement stays private between members, which is part of why members use it to hold sensitive terms they'd rather keep off the public register: profit splits, deadlock procedures and confidentiality obligations. Handling that privacy well matters when the agreement records personal details and financial information about each member.

If either document is silent on a point, the default rules in the Companies Act 2006 apply, so it pays to spell out what you actually want. To learn how the two fit together, start from the operating agreement and check it against your Articles.