Operating Agreement
Definition: The internal contract among LLC members that sets ownership, management and profit rules.
An operating agreement is the private contract among the members of an LLC. It records who owns what percentage, how decisions are made, how profits are split, and what happens if a member leaves. It is the LLC equivalent of corporate bylaws.
Why you will not find it in a business search
States do not collect operating agreements. That is why an LLC lookup often shows only a registered agent and no owners. A handful of states, including California, Delaware, Maine, Missouri, Nebraska and New York, require LLCs to have one by statute, but even they do not want a copy filed.
- Banks often ask for it when opening a business account.
- It is the document that proves who has authority to sign for the LLC.
- Without one, the state's default LLC rules apply.
The public document the state does keep is the Articles of Organization. For ways to identify owners when no agreement is available, see the LLC lookup guide.
Related: New York business search, Delaware business search, business entity types.
Operating Agreement questions
Is an operating agreement filed with the state?
Almost never. It is a private contract among members, which is why LLC owners often do not appear in a state search.
Is an operating agreement required?
A few states require LLCs to have one, but none require it to be filed. Banks often ask to see it before opening an account.
Sources
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