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 Iowa, a limited liability company (LLC) is governed by the Iowa 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 Iowa law does not require an LLC to have an operating agreement, it is highly advisable to have one. The operating agreement typically includes details about the company's finances, member capital contributions, ownership percentages, voting rights, procedures for meetings and notices, buyout provisions, and the distribution of profits and losses. It also may define the roles and responsibilities of officers and set forth the management structure, indicating whether the LLC will be member-managed or manager-managed. Without an operating agreement, the default provisions of Iowa state law will apply, which may not align with the members' intentions. It's important for LLC members to create an operating agreement that is tailored to their specific business needs and to ensure that it complies with applicable state statutes.