Does a single-member Tennessee LLC need an operating agreement?

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 20, 2026 · Last updated Aug 20, 2026

It is not legally required, but a single-member LLC should still adopt a written operating agreement. It documents the separation between owner and entity that supports limited liability, satisfies banks and lenders, and controls what happens to the LLC if the sole member dies or becomes incapacitated.

Quick facts

Required?: No - not required by Tennessee law, but strongly recommended
Governing statute: Tenn. Code § 48-249-203 (Revised LLC Act)
Filed with state?: No - internal document, never filed with the Secretary of State
Governs: Management, voting, capital, distributions, transfers, dissolution
Default rules: Chapter 249 of Title 48 applies if the agreement is silent
Form: Need not be written unless the articles or the agreement require it - put it in writing

The same question in every other state

This requirement is set at state level, so the answer changes when you cross a state line. Below is how 29 other states answer the same question, each linked to the page that cites the agency it came from. The full breakdown is on How to Form an LLC.

State	Answer
Arizona	It is not legally required, but it is recommended even for a single-member LLC. A written agreement documents that the LLC is separate from its owner, sets succession and management rules, and helps preserve the limited-liability shield.
California	Yes. Even a single-member LLC should have a written operating agreement.
Colorado	It is not legally required, but a single-member LLC benefits from one. A written operating agreement documents that the LLC is a separate entity from its owner, which helps preserve limited liability, and banks, lenders, and title companies often ask to see it before opening accounts or closing deals.
Florida	It is not legally required, but it is recommended. A single-member operating agreement helps show the LLC is separate from you personally, which supports the liability shield, and banks and investors often ask to see one before opening accounts or funding.
Georgia	It is not legally required, but it is recommended. A single-member operating agreement helps show the LLC is separate from you personally, which supports the liability shield, and banks and lenders often ask to see one before opening accounts or funding.
Idaho	Not legally, but it is strongly advised. The document evidences that the LLC is separate from its owner, which supports the liability shield, and banks commonly request it.
Indiana	It is not legally required, but it is strongly recommended. A single-member operating agreement documents that the LLC is separate from you, which helps preserve limited liability, and it is often required to open a business bank account or prove ownership to lenders.
Iowa	It is not required, but recommended. A single-member agreement documents the separation between owner and company, helps preserve limited liability, and is often requested by banks.
Kentucky	It is not legally required, but a single-member LLC still benefits from one. It documents that the LLC is separate from the owner, supports the liability shield, and is often requested by banks and lenders.
Maine	It is not legally required, but it is strongly recommended. A written agreement for a one-owner LLC helps prove the business is a separate entity, reinforcing the liability shield, and provides for succession if the owner dies or is incapacitated.
Maryland	It is not legally required, but it is strongly recommended. A single-member operating agreement documents that the LLC is separate from its owner, which helps preserve liability protection, and it sets succession rules for the owner's death or incapacity.
Michigan	It is not legally required, but it is still valuable. A single-member operating agreement documents that the LLC is separate from its owner, reinforces limited liability, and lets you set your own rules instead of relying on the Michigan LLC Act's default provisions.
Minnesota	It is not legally required, but it is recommended even for a single-member LLC. A written agreement documents that the LLC is separate from its owner, sets succession and management rules, and helps preserve the limited-liability shield.
Missouri	Yes. RSMo 347.081 applies even to a single-member LLC.
Montana	It is not legally required, but a single-member LLC still benefits from one. A written agreement helps show the LLC is a separate entity, supports the liability shield, and makes ownership and succession clear to banks, lenders, and successors.
Nebraska	It is not required, but recommended. A single-member operating agreement documents that the LLC is a separate entity, helps preserve limited liability, and sets management and succession terms banks may want to see.
New Jersey	It is not required, but a single-member LLC should have a written operating agreement. It documents that the LLC is separate from its owner, sets management and succession rules, and helps preserve limited liability.
New York	Yes. Section 417 applies regardless of the number of members.
North Dakota	It is not required, but it is still recommended. A single-member operating agreement documents that the LLC is separate from its owner, which supports the liability shield, and it can specify management, capital, and what happens on the owner's death or incapacity.
Ohio	It is not required, but strongly advised. A single-member operating agreement documents that the LLC is separate from its owner, which helps preserve limited liability, and it is often requested by banks when opening a business account.
Oklahoma	It is not legally required, but it is recommended even for a single-member LLC. A written agreement documents that the LLC is separate from its owner, sets succession and management rules, and helps preserve the limited-liability shield.
Oregon	It is not legally required, but strongly recommended. A single-member operating agreement documents the separation between owner and company, which supports the liability shield, and it can name a successor manager.
Pennsylvania	It is not legally required, but a single-member LLC should still adopt one. A written agreement documents the separation between owner and company, reinforces limited liability, and can override statutory default rules on management, transfers, and dissolution.
South Carolina	It is not legally required, but it is recommended. A single-member operating agreement helps show the LLC is separate from you personally, which supports the liability shield, and banks and investors often ask to see one before opening accounts or funding.
South Dakota	It is not legally required, but recommended. Even with one owner, a written agreement documents that the LLC is a separate entity, sets management and succession rules, and helps preserve limited liability.
Texas	It is not legally required, but a single-member LLC should still adopt a written company agreement. It documents the separation between owner and entity that supports limited liability, satisfies banks and lenders, and controls what happens to the LLC if the sole member dies or becomes incapacitated.
Washington	It is not legally required, but it is still recommended. A single-member operating agreement documents that the LLC is separate from its owner, which helps preserve the liability shield, and banks and investors often ask to see one before opening accounts or funding the business.
Wisconsin	It is not required, but it is recommended. Chapter 183 defines the operating agreement to include the agreement of a sole member.
Wyoming	Legally no, practically yes. W.S.

Full context for Tennessee

This page answers one question. The complete Tennessee guide -- covering the surrounding requirements, the forms, the agency, and what happens if you get it wrong -- is at Tennessee LLC Operating Agreement: What to Include (2026).

Sources

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws and fees change; verify current requirements with the relevant government agency before acting.