Key Takeaways
- Banks typically request an operating agreement to verify who has signing authority and that the LLC actually exists, but some will open an account with just your Articles of Organization and an ID.
- If you have not written an operating agreement yet, you can often provide a certificate of good standing from your state's Secretary of State office instead.
- The person opening the account must bring a government ID and proof they are authorized to act on behalf of the LLC — the operating agreement is one way to show this, but not the only way.
- Banks vary widely: some require the operating agreement in writing, some accept a verbal description of ownership and signing authority, and some will let you sign a bank-specific authorization form instead.
- If a bank refuses to open your account without a document you do not have, calling their business banking department directly often resolves the issue faster than visiting a branch.
Why Banks Ask for an Operating Agreement
A bank needs to know two things before opening an account: that your LLC is real, and who is allowed to sign checks and move money. An operating agreement answers both questions. It shows the LLC's ownership structure, lists the members, and spells out who has authority to conduct business on behalf of the company.
Without an operating agreement, the bank cannot easily verify these facts. They do not want to open an account for someone who claims to represent an LLC but actually has no authority to do so. The operating agreement is the fastest way to confirm you are who you say you are and that you have the right to bind the LLC to a banking relationship.
That said, an operating agreement is not the only document that proves these things. A certificate of good standing from your state shows the LLC exists and is in good standing. A resolution signed by all members can show who has authority. Some banks will accept these alternatives if you do not have a formal operating agreement yet.
When Banks Will Not Require It
Many banks, particularly smaller regional banks and some credit unions, will open an LLC account without an operating agreement if you bring your Articles of Organization and a government ID. The Articles of Organization is the document you filed with your state to create the LLC — it is a public record, and the bank can verify it exists.
Some banks will also accept a letter from your state's Secretary of State office confirming that your LLC is in good standing. This document, called a certificate of good standing or certificate of existence, proves the LLC is real and current on its filings. It does not spell out who has authority, but combined with your ID and a statement about your role in the company, it may be enough.
A few banks will let you sign a bank-specific authorization form instead of providing an operating agreement. This form asks you to state your title in the LLC, confirm you have authority to open the account, and list any other people who will have signing authority. You sign it under penalty of perjury, and the bank relies on that signature.
What to Bring If You Do Not Have an Operating Agreement Yet
If you have not written an operating agreement, start by calling the bank's business banking department before you visit. Ask them directly what documents they need to open an LLC account. This conversation often saves you a trip — many banks will tell you exactly what they will accept, and it may not include an operating agreement.
Bring your Articles of Organization (the document you filed with your state to create the LLC) and a government ID. If the bank asks for proof the LLC exists, you can order a certificate of good standing from your state's Secretary of State office online. Most states issue these in one to three business days and charge between $5 and $25.
If the bank still asks for an operating agreement and you do not have one, you have two options. You can write one yourself — it does not have to be complicated, and many states provide templates online. Or you can ask the bank if they will accept a resolution signed by all LLC members stating who has authority to open and manage the account. A resolution is simpler than a full operating agreement and takes an hour to write.
How Banks Verify the Operating Agreement
When you provide an operating agreement, the bank does not verify it with your state. They read it to confirm it is signed, dated, and shows who the members are and who has signing authority. They may ask you to bring the original or a certified copy, but many banks will accept a photocopy or a PDF you email them.
Some banks will ask you to sign a certification stating that the operating agreement you provided is true and complete. This is a statement you sign under penalty of perjury confirming that the document is the actual operating agreement your LLC uses and that nothing in it has changed since it was signed.
Banks do not typically call your state to verify the operating agreement is real or matches the Articles of Organization on file. They rely on your representation that it is genuine. This means the burden is on you to provide an accurate document — if you later claim the operating agreement was forged or inaccurate, the bank may freeze the account while they investigate.
What Happens If You Provide a False or Outdated Operating Agreement
If you provide an operating agreement that does not match your actual LLC structure — for example, you list someone as a member who is no longer part of the company, or you claim you have signing authority when you do not — the bank can close the account once they discover the discrepancy. They may also report the false information to regulators or law enforcement if they suspect fraud.
More commonly, the bank will straightforward freeze the account and ask you to provide a corrected operating agreement or a resolution from all members confirming the current structure. Until you do, you cannot access the money. This can take days or weeks to resolve, especially if you have to track down other LLC members to sign a new document.
If your operating agreement is outdated — for example, it lists an old member who has since left — update it before you open the account. You do not need your state's permission to update an operating agreement; you just need all current members to sign the new version. Bring the updated version to the bank instead of the old one.
Banks That Are Stricter About Operating Agreements
Large national banks like Chase, Bank of America, and Wells Fargo typically require an operating agreement or a certificate of good standing plus a bank-specific authorization form. They have standardized account-opening procedures and do not have much flexibility. If you cannot provide what they ask for, they will usually refer you to their business banking department, which may have other options.
Banks that specialize in business accounts, such as Square Cash for Business or Stripe, often have lighter requirements. Some will open an account with just an EIN (Employer Identification Number) and a government ID, no operating agreement needed. Online banks also tend to be more flexible because they do not have the same regulatory pressure as brick-and-mortar institutions.
Community banks and credit unions vary widely. Some are stricter than national banks; others are much more lenient. The best approach is to call ahead and ask what they need. If one bank will not work with you, another one in your area probably will.
Frequently Asked Questions
Can I open an LLC bank account without an operating agreement?
Yes. Many banks will open an account with your Articles of Organization, a government ID, and a certificate of good standing from your state. Some will accept a bank-specific authorization form instead of an operating agreement. Call the bank's business department first to ask what they actually need.
Do I have to file my operating agreement with the state?
No. An operating agreement is an internal document for your LLC. You do not file it with your state, and the state does not have a copy. This is why banks cannot verify it with your state — they have to rely on you to provide an accurate version.
What if I have multiple members and they will not sign the operating agreement?
If you cannot get all members to sign, you have a bigger problem than opening a bank account. An LLC with members who will not agree on basic governance is at risk. That said, for the bank account, you can often provide a resolution signed by the member or members who have authority to open accounts, rather than a full operating agreement signed by everyone.
Can the bank ask for changes to my operating agreement?
No. The bank can ask you to clarify who has signing authority or to provide additional documents, but they cannot require you to change your operating agreement. If they refuse to open an account because of something in your agreement, you can take your business to another bank.
Do I need an operating agreement if I am the only member of my LLC?
No, but many banks will still ask for one. A single-member LLC operating agreement is straightforward — it just states that you are the sole member and you have all authority. You can write one in 15 minutes. Some banks will accept a certificate of good standing instead if you do not want to write one.