An operating agreement is an internal document among managers of a Limited Liability Company, or LLC. It is not filed with the Secretary of State or any other governmental entity. This agreement preserves the limits to liability for actions taken under the LLC umbrella. The operating agreement spells out the profit-and-loss-sharing procedures of the LLC and outlines how business decisions are made. Lenders, potential buyers of the LLC and investors might request copies of LLC operating agreements.
Contact the LLC managers and ask for a copy of the Operating Agreement. Specify your reason for wanting a copy, and why furnishing a copy will benefit the LLC. For example, if you represent a group of investors interested in funding the LLC, specify this.
Offer to sign a confidentiality agreement promising that you will not divulge the contents of the LLC Operating Agreement. This will help you gain the managers' trust, and increase your likelihood of seeing the agreement.
Consider, before making this offer, that anything you sign will expose you to potential liability if an LLC member later believes -- correctly or incorrectly -- that you breached this confidentiality.
Form relationships with many of the LLC managers. Unless the Operating Agreement specifies otherwise, any manager who holds a copy of the Operating Agreement is permitted to show the agreement to any person, which means you only need to gain the trust of one manager -- not all of them -- to be able to view the agreement.
This is particularly useful if one LLC member wants to leave the business, and needs an outside investor to buy out his share. The departing LLC member will be motivated to share internal but nonconfidential company information such as the Operating Agreement.
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