Determine if your company need an LLC Operating Agreement. The requirements differ from one state to the next.
An LLC Operating Agreement is the agreement that memorializes the rules and structure of a Limited Liability Corporation. It’s perhaps the most significant document an LLC develops since it establishes the distinct duties and structure of a corporation.
Every limited liability company should have one.
Yet, many states do not mandate the creation of Operating Agreements for LLCs. In truth, the vast majority do not. But it doesn’t mean you can’t make one. These agreements, as discussed in our article “Why Your Limited Liability Corporation Needs an LLC Operating Agreement,” enable you to tailor your company structure, avoid generic state restrictions, and protect your limited liability.
Bear in mind that no state requires an LLC’s bylaws or operating agreement to be filed with the Secretary of State. Keep them with your records instead.
These are the states that need you to make an agreement, along with some information about each.
Table of Contents
California
An Operating Agreement is essential for California LLCs. This agreement might be either verbal or written. If the agreement is written, it must be retained alongside the company’s records, along with any revisions.
New York City
In New York, Limited Liability Companies must have a documented Operating Agreement. This document should contain provisions pertaining to the LLC’s business, the conduct of its affairs, and the members’ rights, preferences, limits, or obligations.
Missouri
Missouri LLCs, like California LLCs, must develop an Operating Agreement, which may be written or oral. It should address company operations, LLC activities, and the rights, powers, and obligations of its members, managers, agents, or employees.
Maine
In Maine, an Operating Agreement must be signed before, after, or during the formation of an LLC. This agreement may be in writing, or it might be implicit. In other words, although the rule is very liberal, it is nevertheless a requirement in Maine. Put it in writing to prevent complications later.
Delaware
Delaware, like Maine, needs an Operating Agreement before, during, or after filing LLC incorporation documents. This understanding might be inferred, written, or oral.
Conclusion
State regulations require you to write an LLC Operating Agreement if you are founding or have created an LLC in California, New York, Missouri, Maine, or Delaware. Nonetheless, regardless of the state, it is always a good idea to have a legal agreement between LLC members. It will let you to prevent future conflicts, define who is liable for what, share debt and earnings as your firm sees proper, and maintain your critical limited liability status.
In other words, although just 10% of states need an agreement, drafting one now might save you a lot of trouble later. You are not even need to submit the agreement. Just preserve it in your records. Put your company’s policies and duties in writing immediately to safeguard your assets.
