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 Delaware, a limited liability company (LLC) is governed by an operating agreement, which is a key document that outlines the management structure and the rights and responsibilities of its members and managers. Delaware law provides flexibility in how LLCs can structure their operating agreements, allowing provisions for the company's finances, capital contributions, ownership percentages, voting rights, meetings, notices, buyouts, and distributions of profits and losses. The Delaware Limited Liability Company Act (DLLCA) does not require the operating agreement to be in writing, but it is highly advisable to have a written agreement to avoid misunderstandings and provide clear guidance for the operation of the LLC. The operating agreement can specify whether the LLC is member-managed or manager-managed, and it can detail the roles and powers of officers if the company chooses to appoint them. It's important for LLC members to carefully draft the operating agreement to ensure it aligns with their business goals and legal requirements.