What Is an Operating Agreement? - dummies

By Jennifer Reuting

Your operating agreement is the blueprint for your business and is the first thing you should get started on after you file your limited liability company’s articles of organization. It lays out everything relating to your business, including how the ownership is structured, the rules regarding transferring the ownership, how your business is managed, how important issues are decided . . . everything.

In a perfect world, very few operating agreements should look the same — the document should be perfectly customized to your business and your exact needs.

For the majority of important issues, LLCs are allowed to use their operating agreements to “replace” state LLC law. For the most part, if you place something in your operating agreement that contradicts your state’s LLC statutes, your operating agreement will almost always win in the event of a lawsuit or disagreement among members.

You’ll want to check your state’s laws before creating your operating agreement to verify which provisions cannot be overwritten by your operating agreement.