I have sat with clients who brought me “boiler-plate” internet Operating Agreements that they found on “Free Online Legal” sites. I find myself forced to peruse through pages of impertinent clauses and must inform the client that it would be in the interest of their time and finances that I draft the Agreement from scratch, rather than trying to amend and redress potential snags. Rarely is a canned document or form sufficient and advisable.
An Operating Agreement sets out the guidelines for how your LLC will be governed. Inside the pages of the principal agreement are important clauses that show how Members of the LLC intend to handle distributions (everyone wants to get paid), disputes, responsibilities, and other tremendously vital agreed-upon terms.
This is why it is important that your Agreement be prepared by a licensed and experienced business attorney, rather than a non-lawyer (can’t see potential pitfalls), accountants (bad move), or a one-size-fits-all internet site (simply, a terrible, unreliable place to get legal advice).
Here are some (my humble opinion) of the most important clauses often left out of LLC operating agreements: