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 New York, 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. The operating agreement is akin to a corporation's shareholder agreement. It is not mandatory to file this agreement with the state, but it is crucial for the internal functioning of the LLC. The operating agreement should detail the financial dealings of the company, including capital contributions and the allocation of profits and losses. It should also specify the ownership percentages, voting rights, procedures for meetings and notices, and terms for buyouts. Additionally, the agreement should address the appointment of officers and the designation of members or managers to handle the day-to-day operations of the LLC. New York's LLC law allows flexibility in structuring the operating agreement, but it must comply with the New York Limited Liability Company Law. If an LLC does not adopt an operating agreement, its governance will be subject to the default provisions of state law.