Operating agreement

An operating agreement is the contract among an LLC's members that sets ownership percentages, management, profit allocations, distributions, and what happens when a member leaves, dies, or is sued.

How it works

For tax purposes it determines how partnership income and losses are allocated and whether those allocations will be respected. For asset protection it is the document that separates the company from its owners.

Why it matters

An LLC without one is governed by the state’s default rules, which rarely match what the owners intended. LLC.

Where this comes up in our work

Business law and Gordon Tax

Asset protection and M&A at Gordon Law; entity structuring, payroll, and business returns at Gordon Tax.

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Definitions are general information, not legal advice, and may not reflect the most recent changes in law.