A limited liability company’s operating agreement or company agreement is similar to a corporation’s shareholder agreement, and provides for the management of the LLC, and the rights and duties of the owners of the LLC (members) and the managers of the LLC, if any.
Specifically, the LLC operating agreement should address the company’s finances, capital contributions, percentages of ownership, voting rights, meetings, notices, buyouts, distribution of profits and losses, officers, and other matters. Limited liability companies generally may be managed by the members or by appointed or elected managers.
In Connecticut, a limited liability company (LLC) is governed by the Connecticut Limited Liability Company Act. The operating agreement is a key document for an LLC, as it outlines the company's structure and the rules for its operation. While not required by Connecticut law, it is highly recommended to have an operating agreement to provide clear guidance on the management of the LLC, the rights and duties of members, and procedures for handling various business matters. The operating agreement typically includes details on finances, capital contributions, ownership percentages, voting rights, meetings, notices, buyouts, and the distribution of profits and losses. It may also specify the roles of officers and the management structure, indicating whether the LLC will be member-managed or manager-managed. Without an operating agreement, the default provisions of Connecticut state law will apply, which may not align with the members' intentions. Therefore, drafting a comprehensive operating agreement is a critical step in establishing an LLC's governance and protecting the interests of its members.