Operating Agreement Define

Operating Agreement Define: Understanding This Important Contract for Your Business

When it comes to starting a business, there are countless decisions to make and documents to sign. One of the most important documents you`ll encounter as a business owner is the operating agreement. In this article, we`ll define what an operating agreement is and why it`s crucial for any business.

What is an Operating Agreement?

An operating agreement is a legal contract that outlines how a limited liability company (LLC) will be run. This agreement covers key issues such as how members are admitted or removed, how profits and losses are shared, and how disputes will be resolved. Essentially, an operating agreement defines the internal workings of an LLC.

While some states don`t require an operating agreement for an LLC, it`s highly recommended that you have one in place. This document protects the owners of the business and ensures that the company operates smoothly.

Why is an Operating Agreement Important?

An operating agreement is important for several reasons. First, it provides a framework for decision-making within the company. Without an operating agreement, business owners may make decisions based on personal preferences rather than what`s best for the company.

Second, an operating agreement protects the owners` personal assets. If a business doesn`t have an operating agreement and is sued, the owners` personal assets could be at risk. With an operating agreement in place, the company`s liability is limited to its assets.

Finally, an operating agreement helps prevent disputes between owners. This document outlines how decisions will be made, how profits will be distributed, and how disputes will be resolved. By having these details in writing, it`s less likely that disagreements will arise.

What Should be Included in an Operating Agreement?

While the details of an operating agreement may vary based on the needs of the company, it should generally include the following:

– The name and address of the LLC

– The purpose of the LLC

– The names and addresses of all members

– How profits and losses will be split

– How much capital each member will contribute

– How new members will be admitted or existing members will be removed

– How decisions will be made

– How disputes will be resolved

– How the LLC can be dissolved or liquidated

It`s important to note that an operating agreement is a flexible document. As a business grows or changes, the operating agreement can be amended to reflect those changes.


An operating agreement is an essential document for any LLC. It defines how the company will be run, protects the owners` personal assets, and helps prevent disputes between owners. By understanding what an operating agreement is and what it should include, business owners can ensure that their company is set up for success.