There are two basic management structures for an LLC: a “Member-Managed LLC” vs. a “Manager-Managed LLC.” Choosing the right one for your business will depend on such factors as the type of business it is, the number of owners, and who you want to make decisions for the business.
How to create an LLC operating agreement in 9 steps Decide between a template or an attorney. Include your business information. List your LLC's members. Choose a management structure. Outline ownership transfers and dissolution. Determine tax structure. Gather LLC members to sign the agreement. Distribute copies.
Why do you need an operating agreement? To protect the business' limited liability status: Operating agreements give members protection from personal liability to the LLC. Without this specific formality, your LLC can closely resemble a sole proprietorship or partnership, jeopardizing your personal liability.
Their absence can lead to governance by default state laws, management, and financial disorganization, and increased legal vulnerabilities. LLCS should draft and maintain an operating agreement tailored to their specific business needs.
Operating agreements are not necessarily needed or legally required for setting up or operating an LLC. Some states require LLCs to have a written operating agreement, including California, Delaware, Maine, Missouri, and New York.
Member-managed LLCs suit smaller or family-run businesses, allowing members to actively participate in management decisions. Manager-managed LLCs are ideal for larger businesses where not all members wish to be involved in daily operations, or where professional management is desired.
The LLC structure also includes the management of the business. There are two basic types of LLC: member-managed and manager-managed LLCs. The manager-managed LLC generally separates the roles of owners and managers of the LLC, even though in practice some of them might be the same people.