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 Tennessee, a limited liability company (LLC) is governed by an operating agreement, which is a key document outlining 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 is not mandatory to have an operating agreement in Tennessee, but it is highly recommended as it provides clarity on the operations of the LLC and can help prevent disputes among members. 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 ownership percentages, voting rights, procedures for meetings and notices, and terms for buyouts. Additionally, the agreement can outline the appointment of officers and the roles of elected or appointed managers versus member-managed structures. While Tennessee law provides default rules for LLCs in the absence of an operating agreement, having a well-drafted agreement allows members to tailor the governance of the LLC to their specific needs. The Tennessee Revised Limited Liability Company Act (Tenn. Code Ann. §§ 48-249-101 to 48-249-614) provides the legal framework for LLCs in the state.