Kiritsis & Associates


Why a poorly drafted operating agreement, would very often be very hard to get improved by even a very well drafted LLC corporate type of resolution.


John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M

Kiritsis Law Group   

212 922 0005


Governing documents are the legal documents that set out the rules and procedures for operating a limited liability company (LLC). These documents are essential for managing and protecting the LLC and its members.


Operating Agreement

An operating agreement is a legally binding document that outlines the rights and responsibilities of the LLC's members and sets out the procedures for making decisions and resolving disputes. The operating agreement should cover key issues such as ownership and management, profit and loss sharing, contributions and withdrawals, and dissolution and winding up. It is important to have an operating agreement in place to provide clarity and avoid misunderstandings among the members.


Certificate of Formation

The certificate of formation (also known as the articles of organization) is a document filed with the state to form an LLC. It includes basic information about the LLC, such as its name, purpose, and member structure. The certificate of formation is a public record and is typically filed with the state's Secretary of State or Department of Corporations.



Bylaws are internal rules and procedures that govern the operation of an LLC. They may include provisions on topics such as meetings, voting, and the duties and responsibilities of the members and manager. Bylaws are typically adopted by the members when the LLC is formed, and they may be amended as needed.



Minutes are a written record of the proceedings of meetings of the LLC's members or board of directors. They should include a record of the decisions made and any votes taken. Minutes are important for maintaining a record of the LLC's activities and can be used as evidence in legal proceedings.


In conclusion, governing documents are an essential component of operating an LLC. These documents, including the operating agreement, certificate of formation, bylaws, and minutes, provide the necessary structure and guidance for managing and protecting the LLC and its members. It is important to have these documents in place and to keep them up-to-date to ensure the smooth operation of the LLC.



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