Operating Agreement (Founders Agreement): Everything You Need to Know

When starting a new business or startup, it`s crucial to establish the legal structure and framework early on. An operating agreement, also known as a founders agreement, is a document that outlines how a company will be managed, organized, and run. This document is essential for new businesses that want to protect their interests and avoid potential issues down the line.

What is an Operating Agreement?

An operating agreement is a legal document that outlines how a limited liability company (LLC) will be managed. It`s an internal document that is not filed with the state but is still crucial for the company`s operation. The agreement defines the company`s operational outline, including management, ownership, profit and loss distribution, voting rights, and decision-making processes.

Why is an Operating Agreement Important?

An operating agreement defines the roles and responsibilities of each member or stakeholder. It outlines how the business will operate, including how decisions are made, responsibilities for managing the business, how profits and losses are allocated, and how disputes are resolved.

An Operating Agreement also protects the interests of all members. It serves as a binding agreement that outlines the terms of how the company will operate and how members will be compensated for their contributions.

Mistakes to avoid when creating an Operating Agreement

One common mistake when creating an operating agreement is not taking the time to outline the terms of the agreement carefully. Always make sure that each member`s roles, responsibilities, and compensation are clearly defined and outlined in the agreement.

Another mistake to avoid is not protecting the intellectual property of the business. This can be a costly mistake and can result in legal disputes down the line. Be sure to outline ownership of intellectual property and how it will be used in the operation of the business.


An operating agreement or founder`s agreement is crucial when starting a new business. It provides a legal framework for decision making, outlines how profits and losses will be distributed, and protects the interests of all stakeholders. Take the time to carefully draft and review this agreement to ensure it`s comprehensive and protects your business interests.