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 Nebraska, a limited liability company (LLC) is governed by the Nebraska Uniform 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. It is similar to a corporation's shareholder agreement. The operating agreement should address various aspects of the LLC's operations, including but not limited to the company’s finances, capital contributions, ownership percentages, voting rights, meetings, notices, buyouts, and distribution of profits and losses. It should also detail the roles and responsibilities of members and managers, as LLCs can be member-managed or manager-managed. While Nebraska law does not require an LLC to have an operating agreement, it is highly advisable to have one to ensure clear guidelines for the management of the company and to protect the members' interests. Without an operating agreement, the default provisions of state law will apply, which may not be in line with the members' intentions.