Do you need an operating agreement?
It is highly recommended that all LLCs have an operating agreement. There are six states that legally require LLCs to keep an operating agreement: California, Delaware, Maine, Missouri, Nebraska, and New York. Even if you aren’t in one of those states, creating this document has lots of benefits, and no real downsides, especially since you can have one created for free.
What is the purpose of the operating agreement?
This agreement allows you to set out the financial and working relations among business owners and between members and managers. It determines how decisions within the LLC can be made, ownership stakes, voting rights, and many other structural features of the LLC.
Do you need an operating agreement for a single-member LLC?
If you are in one of the six states that require an operating agreement (California, Delaware, Maine, Missouri, Nebraska, New York) then you are required by law to have an operating agreement. Though single-member LLCs are generally more simple in structure than multi-member LLCs, they still can come into situations where having an operating agreement saves them from hassle and headache.
How do I write an operating agreement?
The simplest way to write an operating agreement is to use our free operating agreement tool. This tool allows you to create the document in an easy to use question and answer format. The end result is a properly written operating agreement that you can use for either a single-member or multi-member LLC.
We also provide a free LLC operating agreement template PDF if you don’t wish to use the customizable tool.
If neither of these solutions works for you, sitting with a business attorney in your state to write up this document is another option.
What needs to be in an operating agreement?
An operating agreement should have all of the information in the six articles mentioned at the beginning of this guide. These articles include management, voting, membership, capital contributions and more.
How much does an operating agreement cost?
Creating an operating doesn’t cost anything if you use a service like our operating agreement tool. If you choose to use an attorney to help you create this document, the price could be anywhere from an hourly rate to a flat fee somewhere around $600 or more.
Who signs an operating agreement?
Every member of the LLC and the manager or managers (if there are any) need to sign the operating agreement. Each signatory should sign a separate signature page. Be sure to sign the document in the proper way to best protect your corporate veil. Learn how to properly sign business documents on your state’s LLC formation page.
Does an operating agreement show ownership?
The operating agreement outlines who owns the LLC and what percentage of ownership each party has. Most of the time the members of an LLC will own a percentage relative to the contribution they made to the formation of the business, such as cash investments, but you can divide up ownership however you like.
What is the difference between bylaws and an operating agreement?
Bylaws are the internal governing documents for a corporation. Operating agreements are similar, defining the internal operating procedures of an LLC. The main difference is that bylaws are created for a corporation and operating agreements are created for an LLC.
What do you do with an operating agreement?
Although there are a few states that require you to have a written operating agreement, there are actually very few if any legal requirements for what you have to do with the document once you have created it. It is a good idea to file your operating agreement with other important business documentation so you can access it when you need it for reference or to make changes in the future.
Does an operating agreement need to be notarized?
There is no requirement that the operating agreement is notarized. Even without being notarized, the document is still considered legally enforceable among the parties. However, some businesses will still have the signatures notarized to make things “feel” more official.
Do I need an operating agreement to open a bank account?
You may or may not need an operating agreement to open a bank account. It depends on the bank’s policies and the laws of your state. Since it is relatively easy to create an operating agreement - and free to do when using our tool - you might as well create an operating agreement before trying to open a business account.
Can an LLC operating agreement be changed?
An LLC operating agreement can be changed - in fact, it should be updated if any major changes occur with the company that the operating agreement covers. If members change, ownership percentages change, or some other factors are altered that are referred to in the operating agreement, it is important to update the agreement to reflect those changes.
What if an LLC has no operating agreement?
Every LLC should have an operating agreement to help avoid legal trouble. There are a variety of risks you face without an operating agreement, including:
You are damaging your corporate veil. Your limited liability status protects you in court. If you are a single-member LLC and you don’t have an operating agreement, the court could fail to take your limited liability status seriously and decide that you are a sole proprietorship.
Your ownership and management structure could face trouble. The operating agreement puts down in writing the agreement between you and the other owners - including who owns what, who is responsible for what, and who gets paid and how much. One or more owners could forget - accidentally or purposefully - this agreement and act against your interests. If you do not have an operating agreement you will not have any documentation to prove the terms of the original agreement you made with your partners.
Your business could be subject to state default laws. Many states have default laws about how an LLC must operate. Without defining how your LLC will operate in an operating agreement, you could be forced to adhere to the state’s laws - whether you like them or not.