LLC Operating Agreement

The LLC Operating Agreement are the rules and regulations enacted by an limited liability company to provide a framework for its operation and management.

An Operating Agreement provides for meetings, elections of a manager and officers, filling vacancies, notices, types and duties of officers, committees, assessments and other routine tasks. Operating Agreements are a contract among members, and must be formally adopted and/or amended.

While the Articles of Organization define the basic structure of an LLC, the operating agreement is used to further define the structure of the company. This document can contain any provisions not inconsistent with state law or the Articles, relating to the business of the LLC, the conduct of its affairs, and the rights and powers of the managing members, managers, officers and employees.

Unlike the Articles of Organization, Operating Agreements are not recorded in the public records.

Each Operating Agreement is specific to each organization, but the basic components are as follows:

  • An Organization’s Name, Purpose and Office location
  • Member’s meeting provisions
  • Establishment Committees
  • Officers and qualifications
  • Contracts, loans, checks and deposits
  • Transfer of ownership
  • Fiscal year
  • Amendments
  • Arbitration