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An operating agreement (bylaws) is an internal document that defines how the business owners professionally relate to one another. The articles of incorporation (certificate of formation) is a public document that legally establishes a business as a corporation.
An operating agreement is a key document used by LLCs because it outlines the business' financial and functional decisions including rules, regulations and provisions. The purpose of the document is to govern the internal operations of the business in a way that suits the specific needs of the business owners.
An Operating Agreement for a limited liability company is a contract between the owners of the organization. It is a user's guide that defines their various rights of ownership, management, decision participation, and under what circumstances they may transfer their ownership interest in the organization.
Three of the most common types of operating agreements include single-member, multi-member and manager-managed.
You may hear an LLC Operating Agreement referred to as LLC Bylaws or a Limited Liability Company Operating Agreement.
An operating agreement should include the following: Percentage of members' ownership. Meeting provisions and voting rights. Powers and duties of members and management. Distribution of profits and losses. Tax treatment preference. A liability statement. Management structure. Operating procedures.
The operating agreement will also address what happens in the event of a dissolution and how the assets should be distributed. Another important part of the Operating Agreement is the provision that describes how profit is distributed to the members.