An operating agreement is a legal document that outlines the rights and duties of LLC (Limited Liability Company) members and management. In Spanish, the term for operating agreement is “estatuto,” which refers to the rules that govern the LLC. This document is essential for the smooth operation of LLCs, as it sets clear guidelines for decision making, profit distribution, and member responsibilities.

In the United States, an operating agreement is not required by state law, but it is highly recommended that LLCs have one. The operating agreement provides a framework for the structure and operation of the LLC, helping to avoid disputes and misunderstandings among members.

An LLC`s operating agreement should include the following essential elements:

1. Business Purpose: This section outlines the LLC`s purpose, mission, and goals.

2. Member Contributions: This section defines the contributions each member has made to the LLC, whether in the form of cash, equipment, or services.

3. Profit and Loss Allocation: This section outlines how profits and losses are allocated among LLC members, based on their percentage of ownership.

4. Management Structure: This section explains how the LLC is managed, including whether it is member-managed or manager-managed.

5. Voting Rights: This section details the voting rights of LLC members, including how decisions are made and what percentage of the vote is required for approval.

6. Transfer of Interest: This section explains how a member`s interest in the LLC can be transferred or sold.

7. Dissolution: This section outlines the procedures for dissolving the LLC, including how assets will be distributed and how liabilities will be paid.

In conclusion, an LLC`s operating agreement (or estatuto) is a vital document that outlines the rights and responsibilities of members and management, helping to ensure the smooth operation of the LLC. By including the essential elements outlined above, LLCs can avoid disputes and misunderstandings among members while providing a clear framework for decision-making and profit distribution. Regardless of the language it is written in, all LLCs would benefit from a well-drafted operating agreement or estatuto.