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An LLC Operating Agreement, or Limited Liability Company Operating Agreement, is a document by which the members of registered limited liability company (LLC) decide on how the LLC will be run. Within these Agreements, there are several different sections that cover all elements of the day-to-day operations of the LLC. These Agreements also cover what will happen in special cases of business closures, such as when and how the LLC will be dissolved.
This document is different than an Articles of Organization document, as there, the members are giving the state of filing information about the new company. An LLC Operating Agreement is not filed with the state and is instead just an agreement between all of the members as to anything that could come up with the LLC. For the identifying information in an LLC Operating Agreement, the members must conform to what is written in the Articles of Organization. In other words, the terms of the Articles of Organization can't be changed (unless an amendment is filed with the state) when it comes to the name of the LLC, the registered agent, the address, the purpose, etc. However, an LLC Operating Agreement will generally add a lot more information about how the business is run.
Although not required in most states, an LLC Operating Agreement is a good idea to have so that the members are in agreement about how the company should be run, as well as what should happen in case a member leaves, what should happen if the LLC needs to close, and other important provisions over the life of the company.
How to use this document
It is a good idea to have this document filled out by all of the members of the LLC. Prior to filling this document out, the members may wish to discuss the major elements of the LLC's operations and reach agreement, so that the form may accurately describe the business.
Please be advised this document can't be used for a single-member LLC (an LLC with just one member). It should only be used in LLCs with two or more members (called multi-member LLCs).
This LLC Operating Agreement will help the members compile all the information needed to ensure they have a well-drafted, comprehensive document governing their relationships and the LLC's life.
In this document, identifying details of the LLC, as well as the LLC members, will be entered, such as names and addresses. Then several questions will be asked to determine the members capital contributions and ownership percentages, followed by general questions on how the LLC will run.
When this document is filled out, it should be printed and signed by all of the members. Then, each member would keep a copy and an additional copy would be kept at the primary offices of the LLC.
Limited Liability Companies are subject to the laws of individual states. There is no one federal law covering the requirements for an LLC Operating Agreement. This is because each individual state governs the businesses formed within that state. Only a handful of states require an LLC Operating Agreement for registered LLCs: Delaware, California, Maine, Missouri, and New York. Of these, only New York requires a written agreement.
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Other names for the document: LLC Operating Contract, Operating Agreement for LLC, Limited Liability Company Operating Agreement, Operations Agreement for LLC, Governing Agreement for LLC
Country: United States