A business operating agreement is the private contract the owners of a limited liability company write among themselves: who owns what, how the money moves, who decides, and what happens when someone leaves or joins. It is not filed with the state and it is not the articles that formed the company. What it looks like on the page is a short list of clauses with numbers in the blanks, and this page walks those clauses in order, shows what an example agreement records, and points at the free worksheet on this site that works the figures from your own inputs. It publishes no clause text and no legal advice; the wording is the attorney's, the numbers are the worksheet's.
Members and contributions: the schedule everything else reads
The first clause names the members and what each contributed, in cash, property at an agreed value or services. It looks like a table with a name and a figure per row, and it is the most important table in the document because ownership, distributions and voting are all worked from it. On the worksheet, three members entering $50,000, $30,000 and $20,000 see the total and each member's share on the page, which is the second clause written for them.
Ownership, profit and loss: the shares and how they split the money
The ownership clause states each member's percentage, and the profit-and-loss clause says how the year's result is split, usually by those percentages after the company keeps a reserve. An example agreement records 50%, 30% and 20%, a reserve the members chose, and a distribution rule. The worksheet works the distribution from the profit you enter, so the number in the blank is one the members can check against the shares above it rather than a figure somebody remembered.
Management, voting and changes: who decides and by how much
The management clause says whether the members run the company themselves or appoint a manager, the voting clause says what needs an ordinary majority and what needs more, and the changes clauses say how a member leaves, how one joins and how the agreement itself is amended. Each of those is a threshold, and the worksheet turns a threshold into the capital and the members it takes. LLC Lane Pro keeps the agreement and every amendment against the company so the thresholds are to hand when a decision comes up.
What this site does and does not publish about the agreement
Every clause above records a number, and the free worksheet works those numbers from the members' own figures with no account: shares from capital, distributions after a reserve, the vote a decision needs. What it does not do is supply the clause wording, tell you what your state requires an agreement to say, or advise on whether a clause fits your company; those are questions for your attorney and for the state's filing office, and this site names them as such rather than guessing.
Questions people ask about what is a business operating agreement
Is an operating agreement the same as the articles of organization?
No. The articles are the public filing that forms the company with the state; the operating agreement is the private contract among the members about ownership, money and decisions. The worksheets on this site work the operating agreement's numbers and have nothing to do with the filing.
What does an operating agreement look like?
A few pages of clauses: members and contributions, ownership shares, how profit and loss are split, how the company is managed, what a vote needs, how members leave and join, how the agreement is amended, and signatures. Most of the blanks are numbers, and the free worksheet works them.
Does a single-member company need one?
That is a question for the state and your attorney, and this site does not answer it. What a single member usually wants from the document is the capital account kept apart from personal money, which the single-member worksheet on this site works through the year's draws and a tax set-aside the owner chooses.