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 Indiana, a limited liability company (LLC) is governed by the Indiana Business Flexibility 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 Indiana 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, provisions for buyouts, and the distribution of profits and losses. It may also 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 LLC will be governed by default provisions under state law, which may not align with the members' intentions. It's important for members to create an operating agreement that suits their specific business needs and to consult with an attorney to ensure that it complies with Indiana law and effectively protects their interests.