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What is an Operating Agreement?

An operating agreement is a foundational document that outlines the internal operations of a limited liability company (or “LLC”). Think of it as a roadmap that describes how the LLC will be run. It is an agreement among LLC members that sets forth details like management structure, financial procedures, and operational guidelines.

Why is it Important?

1. Customization: While states have default rules for managing LLCs, an operating agreement allows business owners to establish their own set of rules tailored to their specific needs.

2. Conflict Resolution: An operating agreement serves as a reference in case disputes arise among members, offering clarity on previously agreed terms.

3. Credibility: Financial institutions might ask for this document when you are opening a business account.

4. Protection: Having an operating agreement strengthens liability protection by differentiating the business entity from its owners.

Key Provisions in an Operating Agreement:

1. Capital Contributions: Details about the initial contributions made by members. Such contributions could be cash, property, or services.

2. Ownership Interest: Defines the ownership percentage of each member.

3. Distribution of Profits and Losses: Describes how and when profits or losses will be distributed to members.

4. Management Structure: Specifies whether the LLC will be managed by its members or by designated managers.

5. Voting Rights: Provides details on how voting is conducted, what decisions require a vote, and how many votes are needed.

6. Admission or Removal of Members: Outlines the process for adding new members or removing current ones.

7. Dissolution: Explains the circumstances under which the LLC might be dissolved.

8. Amendments: Establishes how the agreement can be changed in the future.

9. Dispute Resolution: Provides a mechanism (like mediation or arbitration) for resolving disagreements among members.


An operating agreement is a critical tool for a LLC. It not only provides clarity and structure but also ensures that the business operates smoothly and efficiently. Even if your state does not require an operating agreement, having one can prove beneficial for the longevity and health of your business.

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