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.
There is no Illinois state law requiring an LLC to adopt an operating agreement. However, an operating agreement will help your LLC resolve disputes, open a bank account, and protect your limited liability status.
Management of an LLC It depends on the relationship between ownership and management. An LLC is unique in that, by statute, it may choose one of two management structures. Either it can be managed by its members or by chosen managers (third-party individuals).
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.
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.
While member-management is the default rule ing to state law — meaning that if managers are not selected in the Articles of Organization, the members will direct the affairs of the LLC — the LLC can state in its Articles or LLC operating agreement that the LLC is to be managed by a manager(s).
Unlike a corporation in which the directors are tasked with making the decisions, in an LLC, the members (or managers) are the decision-makers. There are two common management structures for LLCs: (1) manager-managed and (2) member-managed.
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.