Operating Agreements: The Rulebook Owners Forget

A hand writing

Many business owners treat an operating agreement like optional paperwork. Something to deal with later, if ever. In reality, it’s the rule book that keeps an LLC running smoothly when money, control, or relationships get complicated. An operating agreement clearly defines who manages the company, how decisions are made, and how profits are distributed. Without it, state default laws automatically step in and make those decisions for you. Often in ways that don’t match your business goals or ownership expectations.

A well-drafted operating agreement helps prevent disputes before they start by answering the tough questions upfront. Who has management authority? What voting threshold is required for major decisions? How and when are distributions made, and what happens if one owner contributes more capital than another? It also sets the rules for admitting new members, restricting ownership transfers, resolving deadlocks, and triggering buyouts if an owner exits or stops contributing to the business.

Think of your operating agreement as insurance for your ownership structure. It protects relationships, preserves value, and gives everyone clarity when the business evolves or faces challenges. If you don’t write the rules, the state will and that’s rarely the version owners would choose. Taking the time to put a strong operating agreement in place now can save significant time, money, and conflict later.