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 Washington State, 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 the members and managers. The operating agreement is akin to a corporation's shareholder agreement. It is not mandatory to have an operating agreement in Washington, but it is highly recommended as it provides clarity and structure for the operation of the LLC. The operating agreement should cover various aspects of the LLC's operations, including financial management, capital contributions, ownership percentages, voting rights, procedures for meetings and notices, buyout provisions, and the distribution of profits and losses. Additionally, it should specify whether the LLC will be member-managed or manager-managed, and detail the roles and powers of officers, if any. While Washington State law provides default rules for LLCs in the absence of an operating agreement, having a well-drafted operating agreement allows members to tailor the governance of the LLC to their specific needs and can help prevent disputes among members.