VW Blog

The Company Agreement (Operating Agreement) Explained

June 16, 2013   |   By Vela Wood

So you just formed your Limited Liability Company and you received a long boring document with a lot of legal mumbo jumbo and then a signature line at the end.

Anytime you see lots of fine print and terms you’re not comfortable with it can be a bit overwhelming.

Don’t sweat it, we’re going to tell you.

The VW blog will generate an interesting and informative series to help you understand that document, the Company Agreement.

The backbone of any LLC is a well-drafted Company Agreement. One of the most appealing aspects of an LLC is its flexibility (it can look just like a partnership, a C-Corp, or an S-corp), but LLCs generally aren’t bound to the same stringent corporate governance rules that many other entities must follow. An LLC is only as good as its governing documents.

At VW we provide a thorough Company Agreement for clients that will satisfy their immediate company needs, and allow for future growth. When you’re starting a company, it can be information overload. Especially in regards to the Company Agreement. So to help answer a lot of the common questions we get, we’re going to write a series of blogs that will discuss and answer some of those questions.

Here’s the plan for now, but this is subject to change based on your feedback:

  1. What exactly is a Company Agreement? What if I don’t have one?
  2. Why do I need a Company Agreement if I have a Certificate of Formation?
  3. What is a Capital Contribution?
  4. What are Classes of Members?
  5. Managmeent of an LLC – Member Managed vs. Manager Managed
  6. Decision Making in an LLC- Simple Majority v. Super-Majority
  7. Why are Fundamental Business Decisions Important?
  8. Meetings of the Managers
  9. Meetings of the Members
  10. Confidential Information and Non-Competition
  11. What is a “Tax Matters Partner”?
  12. Involuntary Transfers vs. Voluntary Transfers
  13. Dispute Resolution Ideas
  14. Default of a Member & Expulsion of a Member
  15. Buy-Sell Provisions
  16. Fancier Provisions Part 1: Drag Along & Tag Along
  17. Fancier Provisions Part 2: Put or Call Options

We’ll release these every week or so. Stay tuned and enjoy.


Posted in Company Agreement Series, Startups, Texas Series LLCs
Vela Wood

Vela | Wood is a boutique corporate law firm that focuses on small businesses, entrepreneurs, and startups.