Business Contract Templates

A free partnership agreement template that sets out what each partner puts in, how profits and losses are split, who decides what, and what happens when a partner leaves. Download it in PDF or Word, fill in the bracketed fields, and sign.

A free LLC operating agreement template covering membership units, capital accounts, distributions, member-managed or manager-managed structure, transfer restrictions, and dissolution. Download in PDF or Word and fill in the bracketed fields.

A free joint venture agreement template for two or more businesses collaborating on a defined project without merging. Covers scope, contributions, profit sharing, governance, jointly created IP, and how the venture ends. Download in PDF or Word.

A free shareholder agreement template that settles who controls the board, which decisions need a supermajority, how shares can be sold, and what a departing shareholder gets paid. Download it in PDF or Word, fill in the bracketed fields, and sign.

A free business purchase agreement template for buying or selling an entire operating business, covering the price, the deposit, the diligence period, the warranties, the closing, and the non-compete the seller gives afterward. Download in PDF or Word and fill in the bracketed fields.

A free asset purchase agreement template built around the four lists that decide the deal: purchased assets, excluded assets, assumed liabilities, and excluded liabilities. Download in PDF or Word and fill in the bracketed fields.

A free memorandum of understanding template for two or more organizations that want to work together and record the plan in writing before any binding contract exists. Download it in PDF or Word, fill in the bracketed fields, and sign.

A free letter of intent template for a business or asset purchase, setting out the proposed price, the deal structure, the diligence period, and a no-shop window before the definitive agreement is drafted. Download in PDF or Word and fill in the bracketed fields.

A free vendor agreement template for companies buying goods or services on an ongoing basis, covering purchase orders, pricing, delivery, quality standards, invoicing, insurance, and audit rights. Download in PDF or Word and fill in the bracketed fields.

A free distribution agreement template that appoints a distributor for a defined territory and sets the products, quotas, pricing, trademark use, and termination terms. Download in PDF or Word and fill in the bracketed fields.

A free supply agreement template for a buyer sourcing goods or components on an ongoing basis, covering volume commitments, forecasts, specifications, lead times, price adjustment, quality, and continuity of supply. Download in PDF or Word.

A free licensing agreement template that grants rights to use a trademark, patent, copyright, or other property, with defined scope, exclusivity, royalty terms, reporting and audit rights, and quality control. Download in PDF or Word.

A free referral agreement template that defines what counts as a qualified referral, how much the referrer is paid, and exactly when that fee is earned, paid, or clawed back. Download it in PDF or Word, fill in the bracketed fields, and sign.

A free founder equity vesting agreement template covering the vesting schedule, the one-year cliff, the company right to repurchase unvested shares at cost, and single-trigger and double-trigger acceleration. Download in PDF or Word and fill in the bracketed fields.

A free indemnification agreement template in which one party agrees to defend, indemnify, and hold another harmless against covered claims. It works for commercial indemnities and for company protection of directors and officers. Download in PDF or Word and fill in the bracketed fields.

Alabama modernized its LLC statute with the Alabama Limited Liability Company Law of 2014, which draws heavily on the Revised Uniform Limited Liability Company Act. An operating agreement is where Alabama members set their own rules instead of living with the statutory defaults.

Alaska runs its business filings through the Division of Corporations, Business and Professional Licensing rather than a Secretary of State, and it is one of the few states that puts LLCs on a two-year reporting cycle. An operating agreement is where Alaska members lock in management and buyout terms between those filings.

Arizona is one of the few states where LLC filings go to a Corporation Commission rather than the Secretary of State, and it does not require LLCs to file annual reports at all. That makes a well-drafted operating agreement the main place your governance rules actually live.

Arkansas replaced its older pass-through entity statute with the Arkansas Uniform Limited Liability Company Act, aligning the state with the modern uniform framework. An operating agreement is how Arkansas members override the statutory defaults that would otherwise control.

California LLCs operate under the Revised Uniform Limited Liability Company Act and face the state annual franchise tax that applies whether or not the business makes money. A clear written operating agreement is the practical answer to California statutory defaults that many owners would not choose.

Colorado runs one of the most streamlined and lowest-friction business filing systems in the country, with all LLC filings submitted electronically. The trade-off is that almost nothing about your governance is captured in the public record, which is what the operating agreement is for.

Connecticut adopted a version of the Revised Uniform Limited Liability Company Act, replacing a much older statute and modernizing default rules on duties, transfers, and member exits. The operating agreement is how Connecticut members tailor that framework to their own deal.

Delaware LLCs enjoy the most developed body of business-entity case law in the country, decided by a specialized Court of Chancery that hears business disputes without a jury. The Delaware LLC Act states that its policy is to give maximum effect to freedom of contract, which puts nearly everything in the hands of your operating agreement.

Florida operates under the Florida Revised Limited Liability Company Act, a modern statute that gives members wide latitude to set their own rules. With no state personal income tax and a straightforward annual report, Florida is one of the most popular states for new LLCs.

Georgia has its own LLC statute rather than a uniform-act adoption, and it is known for strong deference to whatever the members put in writing. That makes the operating agreement the practical constitution of a Georgia LLC.

Hawaii LLCs are registered through the Business Registration Division of the Department of Commerce and Consumer Affairs rather than a Secretary of State. Hawaii also ties annual report deadlines to your formation quarter, which catches many new owners off guard.

Idaho adopted the Uniform Limited Liability Company Act and pairs it with one of the lightest compliance burdens in the country, including an annual report that has long been free to file. The operating agreement is where Idaho members set the terms the state never asks about.

Illinois amended its LLC Act to give members far more freedom to define duties and governance by agreement, and it is one of the states that recognizes series LLCs. The operating agreement is where Illinois members take advantage of that flexibility.

Indiana governs LLCs under the Indiana Business Flexibility Act, a statute whose name reflects its approach: members are largely free to set their own rules. Indiana also puts LLCs on a two-year reporting cycle rather than an annual one.

Iowa was the first state in the country to adopt the Revised Uniform Limited Liability Company Act, so its statute has been in modern form longer than most. Iowa also uses a biennial report cycle rather than an annual one.

Kansas modeled its Revised Limited Liability Company Act closely on the Delaware statute, which gives Kansas LLCs an unusually contractual, freedom-of-contract framework. Your operating agreement therefore carries most of the weight.

Kentucky LLCs operate under a flexible statute in KRS Chapter 275, but they also face the Kentucky limited liability entity tax, which applies to most pass-through entities. The operating agreement handles governance; the tax is a separate obligation worth planning for.

Louisiana is the only civil-law state in the country, and its contract concepts and terminology differ from the common-law rules used everywhere else. That makes a Louisiana-aware operating agreement, reviewed by Louisiana counsel, more important than in a typical state.

Maine rewrote its LLC statute along modern uniform-act lines, and it is one of the few states that recognizes the low-profit limited liability company, or L3C. The operating agreement is where Maine members set the terms the Secretary of State never sees.

Maryland handles business entity filings through the State Department of Assessments and Taxation rather than a Secretary of State, and it pairs the annual report with a personal property return. The operating agreement covers everything those filings do not.

Massachusetts registers LLCs through the Secretary of the Commonwealth and requires the Certificate of Organization to state the general character of the business. It is also one of the more expensive states for annual LLC filings.

Michigan registers LLCs through the Corporations Division of the Department of Licensing and Regulatory Affairs, and it requires an annual statement rather than a full annual report. Michigan also offers the professional LLC for licensed practices.

Minnesota modernized its LLC law with Chapter 322C, which uniquely allows a third governance option beyond member-managed and manager-managed: board-managed. Minnesota also lets LLCs in good standing file their annual renewal at no cost.

Mississippi adopted the Revised Limited Liability Company Act, modernizing its default rules and requiring nearly all business filings to be made online. The annual report for domestic Mississippi LLCs has long carried no filing fee.

Missouri is unusual in that its LLC statute uses mandatory language about members adopting an operating agreement, making the document more central here than in most states. Missouri also does not require LLCs to file annual reports.

Montana is a low-overhead formation state with no general sales tax, and its LLC statute leaves most governance questions to the members. An operating agreement is how Montana owners lock in those choices in writing.

Nebraska is one of the few states that still requires a newly formed LLC to publish notice of its organization in a legal newspaper. The operating agreement itself, by contrast, stays entirely private.

Nevada markets itself as a business-friendly formation state with no personal or corporate income tax and strong statutory protections for LLC members. Those protections work best when the operating agreement spells out how the company is actually run.

New Hampshire has no general sales tax and no broad personal income tax on wages, but it does tax business profits and enterprise activity above statutory thresholds. Its LLC statute gives members wide latitude to set their own rules.

New Jersey runs business registration through the Division of Revenue and Enterprise Services rather than a traditional Secretary of State office, and it treats entity formation and tax registration as two separate steps. An operating agreement covers the governance layer neither filing addresses.

New Mexico is one of the most privacy-friendly and lowest-maintenance states for LLC owners, since it does not require members to be named on the public formation filing and does not require an annual report from LLCs. That makes the private operating agreement the main record of who owns what.

New York is one of the very few states whose LLC statute affirmatively requires members to adopt a written operating agreement. It is also the state best known for the newspaper publication requirement that applies to newly formed LLCs.

North Carolina rewrote its LLC statute in Chapter 57D, which leans heavily on the operating agreement and lets members define the company’s governance almost entirely by contract. Annual reports are a real ongoing obligation here.

North Dakota has a business-friendly filing environment and a modern LLC statute that lets members write their own governance rules. Annual reports run on a fixed statewide date rather than the entity’s anniversary.

Ohio is one of the few states that does not require LLCs to file an annual report, which keeps ongoing state compliance light. Ohio also modernized its LLC statute in recent years, expanding what members can accomplish through the operating agreement.

Oklahoma keeps LLC formation inexpensive and straightforward, with an anniversary-based annual certificate rather than a fixed statewide report date. The operating agreement handles everything the state filing does not.

Oregon has no general sales tax, but it does impose a Corporate Activity Tax on commercial activity above a statutory threshold that reaches LLCs regardless of how they are taxed federally. The operating agreement governs everything the Secretary of State filing leaves open.

Pennsylvania recently replaced its long-standing decennial filing with a regular annual report, so ongoing compliance now looks like most other states. The Department of State handles entity filings, and the operating agreement stays private.

Rhode Island is a small state with a conventional LLC statute and a reliable annual report cycle, plus a state minimum tax that applies to LLCs even in years with no profit. The operating agreement covers governance the state never sees.

South Carolina keeps ongoing entity compliance unusually light, since most LLCs are not required to file an annual report with the Secretary of State. That makes the private operating agreement the main record of how the company is governed.

South Dakota has no state personal or corporate income tax and a straightforward LLC statute, which keeps both taxes and paperwork light for owners. The operating agreement is where the real governance decisions get recorded.

Tennessee is one of the few states where the LLC annual report fee scales with the number of members, and where LLCs are generally subject to state franchise and excise tax. That makes the membership roster in your operating agreement a cost driver as well as a governance record.

Texas has no personal income tax and no annual report fee for LLCs, but it does impose a franchise tax on entities with revenue above a statutory no-tax-due threshold. The operating agreement, called a company agreement in the Texas statute, stays entirely private.

Utah handles business registration through the Division of Corporations and Commercial Code within the Department of Commerce rather than a Secretary of State office. Its LLC act follows the revised uniform model and centers on the operating agreement.

Vermont was the first state to authorize the low-profit limited liability company, or L3C, and it maintains a modern LLC statute alongside it. Standard Vermont LLCs still rely on the operating agreement for nearly all internal governance.

Virginia is unusual in registering business entities through the State Corporation Commission rather than the Secretary of the Commonwealth. LLCs there pay an annual registration fee instead of filing a traditional annual report.

Washington has no personal income tax but taxes businesses on gross receipts through the Business and Occupation tax, which applies whether or not the company is profitable. Its LLC act follows the revised uniform model and centers on the operating agreement.

West Virginia requires businesses to obtain a state business registration certificate from the Tax Division in addition to forming the entity with the Secretary of State. Its One Stop Business Portal combines those steps, while the operating agreement remains private.

Wisconsin registers LLCs through the Department of Financial Institutions rather than the Secretary of State, and it modernized its LLC statute in recent years with a new chapter based on the revised uniform act. Existing LLCs had to decide whether to opt in early.

Wyoming enacted the first LLC statute in the United States in 1977 and remains one of the most popular formation states, with no state income tax and strong privacy and creditor-protection provisions. The operating agreement is where those advantages are actually implemented.