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 Ohio, 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. The operating agreement is akin to a corporation's shareholder agreement. It typically covers financial management, including capital contributions and the allocation of profits and losses; ownership interests, detailing members' percentages of ownership; voting rights and procedures for meetings and notices; provisions for buyouts and transfers of membership interest; and the roles of officers and managers, if the LLC is not member-managed. Ohio law allows LLCs to be flexible in their management structure, meaning they can be managed directly by members or by managers who may be appointed or elected. The operating agreement is not filed with the state but is an internal document that guides the LLC's operations and must be adhered to by its members and managers. It's important for the operating agreement to be comprehensive and tailored to the specific needs of the LLC to ensure smooth governance and to help prevent disputes among members.