{"id":4280,"date":"2016-05-09T07:00:37","date_gmt":"2016-05-09T11:00:37","guid":{"rendered":"http:\/\/jiahkimlaw.com\/?p=715"},"modified":"2025-11-04T14:29:43","modified_gmt":"2025-11-04T14:29:43","slug":"draft-llc-operating-agreement","status":"publish","type":"post","link":"https:\/\/freedomcounsel.co\/ko\/draft-llc-operating-agreement\/","title":{"rendered":"LLC \uc6b4\uc601 \uacc4\uc57d\uc11c \uc791\uc131 \ubc29\ubc95"},"content":{"rendered":"\n

View Spanish Version<\/a><\/p>\n\n\n

\"LLC<\/p>\n

In recent years, the limited liability company (LLC) has become the go-to entity for small business owners seeking to separate their business and personal matters, while obtaining the protections that operating through a legal entity has to offer. In certain circumstances, an LLC can be a practical and cost-effective component of a comprehensive asset protection strategy, as well.<\/p>\n

Unfortunately, some online services would have you believe that forming and receiving the benefits of an LLC is as simple as paying a small fee and filling out a few basic online forms. These services create the false impression that establishing an LLC is a generic process that neither requires nor benefits from a personalized approach. But, the truth is that there are several important reasons to seek personal, professional advice \u2013 and many of them have to do with deciding what goes into your LLC\u2019s operating agreement.<\/p>\n

Introduction to LLCs<\/h2>\n

What Is an LLC?<\/h3>\n

In order to understand what terms to include in your LLC\u2019s operating agreement, it can be helpful to first gain a better understanding of the LLC itself. An LLC is a business entity that exists separate and apart from any one individual person. This is true even if you are the sole owner (or \u201cmember\u201d) of your LLC. In fact, courts in jurisdictions throughout the United States have said that an LLC can and should be treated as a separate \u201cperson\u201d for legal, tax, and financial purposes. This means that LLCs can sue, be sued, hold assets, and pay certain taxes. The terms of an LLC\u2019s ownership, management, and operation are established in what is known as an operating agreement.<\/p>\n

Importantly, LLCs exist under state law. Each state in the country has its own laws governing LLCs. While many of these laws are similar (and are based on the same \u201cuniform\u201d law), there are a number of important differences, as well. As a result, making an informed decision about the state in which to form your LLC is a critical part of the process.<\/p>\n

Why Form an LLC?<\/h3>\n

Under the right circumstances, forming an LLC can have numerous benefits. The best way to think about these benefits is to compare them to the similar benefits (or lack thereof) available under other structures.<\/p>\n

For example, compared to operating a business or owning property in your individual capacity, one of the most important benefits of forming an LLC in spelled out right in its name: Limited liability. This means that, with an appropriate operating agreement in place, forming an LLC can insulate the company\u2019s owners from liability for its debts \u2013 including judgments in civil litigation. Likewise, while corporations also offer limited liability, LLCs offer a level of flexibility with respect to ownership and management structures that is not available with a C-corp. or S-corp.<\/p>\n

Must-Have Clauses in Your LLC Operating Agreement<\/h2>\n

While you can find plenty of \u201cforms\u201d online, the reality is that no two LLC operating agreements should be exactly alike. From ownership and control to the reason you formed your LLC in the first place, there are several factors that will determine the necessary clauses for your LLC\u2019s operating agreement. That said, there are a number of standard types<\/i> of provisions that are appropriate for most LLCs:<\/p>\n

General Provisions<\/h3>\n

1. Ownership and Capital Contributions<\/i><\/h4>\n

The operating agreement should identify the LLC\u2019s original owner (or owners), as well as each owner\u2019s capital contribution to the LLC. While a corporation has stocks, an LLC has \u201cmembership interests,\u201d and owners are called members rather than stockholders. But, just like stockholders generally must \u201cbuy in\u201d to receive their shares, members generally must make capital contributions in exchange for their membership interests.<\/p>\n

2. Purpose and Limitations<\/i><\/h4>\n

The operating agreement should also state the LLC\u2019s purpose, as well as any limitations on what it can and cannot do. While it will often make sense to leave an LLC\u2019s purpose open-ended (e.g., \u201cto operate a consulting practice and engage in any other business permitted under [state] law\u201d), in some circumstances it can be important to limit an LLC\u2019s purpose to avoid questions of authority down the line.<\/p>\n

3. Member-Managed or Manager-Managed<\/i><\/h4>\n

An LLC can either be run by its members or by non-member managers. Most single-member LLCs (and many larger LLCs) are member-managed, though the manager-managed approach will be a better choice under certain circumstances.<\/p>\n

4. Distributions<\/i><\/h4>\n

Since an LLC is an independent entity with its own assets and accounts, you need to know who is entitled to receive what and when. Your LLC\u2019s operating agreement should clearly specify when members are entitled to take distributions from the company\u2019s profits, as well as how losses will be apportioned on members\u2019 personal tax returns.<\/p>\n

5. Limited Liability<\/i><\/h4>\n

While members\u2019 limited liability is a function of state law, it still doesn\u2019t hurt to spell out their limited liability in the operating agreement. In fact, since members can still be held liable for an LLC\u2019s debts in certain circumstances, it is critical for the operating agreement to be clear on when the LLC will hold on to financial responsibility.<\/p>\n

6. Books and Records<\/i><\/h4>\n

As a separate entity, your LLC should maintain its own books and records, and the operating agreement should spell out how, where, and by whom these books and records will be maintained.<\/p>\n

7. Winding Up the LLC\u2019s Affairs<\/i><\/h4>\n

Should you no longer need your LLC, it is important for the operating agreement to clearly detail the management of its final affairs. This includes who will be responsible for dissolving the company in the relevant jurisdiction, how the LLC will pay off its debts, and how any remaining assets will get distributed.<\/p>\n

Key Clauses for Asset Protection<\/i><\/h4>\n

Just like an LLC\u2019s limited liability protections can shield your personal assets from the LLC\u2019s debts, transferring assets to an LLC can also help protect those assets from your personal creditors. Since the LLC is its own independent entity, its property is separate and distinct from your own. However, using LLCs for personal asset protection<\/a> requires careful planning \u2013 and careful preparation of your LLC\u2019s operating agreement. Some key operating agreement clauses when using an LLC for asset protection include:<\/p>\n