THE LLC AGREEMENT LEARNING CENTER All About LLC Agreements |
 | LLC formation is only the first step to starting an LLC business. When an LLC is formed by a state agency, the entity does not automatically have Members or managers unless the members or managers were actually appointed in the official articles of Organization. |
For most states, the members and managers are not required to be listed in the articles of Organization and so 99% of limited liability companies do not include the members or managers on the formation document. This is a smart move because all matters on the articles of Organization are a matter of public record and you want to maintain your privacy as best you can. |
Without members or mangers, this means there is no one legally entitled to the profits of the LLC business and no one legally authorized to run and operate the business. So, how does an LLC get Members and appoint managers and officers to run the business? It accomplishes this in the LLC Agreement. |
The Operating Agreement for an LLC is the most important document. It contains the set of rules that apply to the ownership, management and operating of the business. |
Ownership is Established with the LLC Agreement |
The first purpose of the Operating Agreement for an LLC is to establish who owns the business and what percentage each Member owns. The LLC Agreement also sets forth the voting rights of each Member. |
One of the great features of a limited liability company is that the owners are allowed to determine for themselves who gets what percentage interest and how to divide up the voting power. It does not have to be uniform and Members do not have to contribute the same amount of money to receive the same percentage of ownership. |
A Management Structure is Established with LLC Agreements |
There are two primary management structures. One is called the Member-Managed structure and the other is a Manager-Managed structure. In most states, the laws assume that an LLC is Member-Managed unless it elects to be Manager Managed in the articles of Organization or the Operating Agreement for an LLC. The LLC Agreement sets forth which management structure applies and includes the specific requirements for how the Members vote to approve decisions. |
Regardless of which management structure is in place, a limited liability company should also have officers who have the authority to run the day to day business and enter into contracts and business transactions on behalf of the LLC. In order to efficiently conduct business, there should be a President, Secretary and Treasurer. One person can serve in multiple officer roles and additional officers can be appointed if desired. |
The Operating Agreement for an LLC should have provisions authorizing the Members or the Managers to appoint officers and delegate day to day operational authority to those officers. |
If your LLC is operating without a written and agreed upon management structure, you should get an LLC Agreement in place to meet this LLC formality. Order a model form and customize your own LLC Agreement: Model LLC Operating Agreement Forms |
Other Important Purposes of the LLC Agreements |
| In addition to the above two primary purposes, the other important purposes include: |
- Setting forth any Obligations for a Member to fund the LLC;
- Specific Governance Processes for Approving Actions;
- Important Provisions restricting Members from freely transferring their Membership Units or otherwise admitting new Members
- All the important tax related provisions
- Processes for dissolving the LLC
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STATE SPECIFIC MODEL FORMS LLC Agreements Instant Download | Purchase one of our STATE SPECIFIC, professional, attorney drafted Model LLC Operating Agreement Forms and customize it yourself for your LLC. | | Bonus: 25-page legal publication which provides 11 valuable and practical tips on how you can protect yourself and your LLC against lawsuits and loss of your assets (a $49 value). | | | |  | | |
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