OPERATING AGREEMENT DRAFTING ✅ BUSINESS ✅ SERVICES

STAGE 1: Legal Analysis and Information Gathering

Lawyer's Actions:

Consultation with client regarding business structure and LLC plans.

Determination of management type (member-managed or manager-managed).

Alignment of roles, responsibilities, and ownership percentages for each member.

Collection of registration state information (as some requirements are state-specific).

STAGE 2: Drafting the Operating Agreement

Lawyer's Actions:

Preparation of the initial agreement draft in compliance with local laws.
Inclusion of provisions regarding:

company management;
voting procedures;
capital contributions;
profit/loss distribution;
member withdrawal mechanisms;
procedures for membership changes;
dispute resolution.

STAGE 3: Agreement Review and Finalization

Lawyer's Actions:

Discussion of modifications and clarifications with client.
Incorporation of requested amendments.
If needed - participation in negotiations between co-founders.
Preparation of final agreement version for signing.

STAGE 4 (Optional): Legal Support for Company Registration

Lawyer's Actions:

Filing documents with the Secretary of State (Articles of Organization).
Obtaining EIN (Employer Identification Number) from the IRS.
Registering the Operating Agreement as an internal document.

Preparation of Operating Agreement for Companies

The Operating Agreement is the backbone of your company. Not always required, but without it you risk disputes and confusion. A solid agreement protects partners, streamlines operations, and prevents costly conflicts.

Why Do You Need It?

establishes rules between members;
protects owners' interests in disputes;
shows investors and banks you're organized;
facilitates management and ownership transfers;
helps withstand regulatory scrutiny.

What Must Be Included?

basic information: company name, place of registration, formation date;
members and their ownership percentages;
capital contribution rules and profit/loss distribution;
management model: manager-managed or member-managed;
voting procedures and key decision-making;
procedures for member admission/withdrawal and ownership transfers;
meeting procedures and record-keeping;
terms for dissolution or business sale.

Consider State Requirements

Company laws vary by state. Agreement provisions must comply with the jurisdiction where you're registered. Generic templates often create gaps — better to adapt the document to your state.

How to Customize for Your Business Model?

for startups with investors — add investor rights and anti-dilution provisions;
for family businesses — clearly define exit scenarios and management;
for international structures — include currency operations and arbitration rules.

The agreement can be flexible: different rights for different member classes, transfer restrictions, etc.

For Internal Control and Trust

A good Operating Agreement provides predefined algorithms: who's responsible for what, how to resolve conflicts, how to delegate authority. This reduces emotional decision-making risks and accelerates company operations.

Summary

The Operating Agreement isn't bureaucracy — it's a management tool. With it, you get clear rules, fewer risks, and more confidence in business growth.