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An operating agreement, also known in some states as a limited liability company (LLC) agreement, is a contract that describes how a business plans to operate. Think of it as a legal business plan that reads like a prenup.
Limited Liability Company (LLC) Domestic LLCs may be managed by one or more managers or one or more members. In addition to filing the applicable documents with the Secretary of State, an operating agreement among the members as to the affairs of the LLC and the conduct of its business is required.
The LLC operating agreement should state if and when member meetings will be held and include any rules regarding how, when, and where votes will be taken; who has voting rights; how many voting members must be present for a quorum; how many votes are required to approve an action; and whether members can vote by proxy ...
The operating agreement should include the following: Basic information about the business, such as official name, location, statement of purpose, and registered agent. Tax treatment preference. Member information. Management structure. Operating procedures. Liability statement. Additional provisions.
For multi-member LLC's, the operating agreement should be about 50 to 70 pages, depending on the number of people involved. However, a single-member LLC operating agreement need only be about 15 to 30 pages.
Delaware does NOT require an operating agreement. However, it is highly recommended to have a LLC operating agreement even if you are only a single member LLC. The state of Delaware recognizes operating agreements and governing documents.
An operating agreement should outline voting rights, member responsibilities, and even meeting frequency. While many states do not require any particulars, it's wise to make an agreement that's specific to your needs.