Operating agreement checklist for a new LLC

Tellbrief · November 1, 2026

For education only. Not legal advice. Tellbrief is not a law firm.

An operating agreement is where an LLC’s owners write down how the company is owned and run. Before a lawyer drafts or reviews yours, gather the facts it should reflect.

What the law calls it

Each state has its own LLC law. Delaware’s is one example. It defines a limited liability company agreement as:

“any agreement (whether referred to as a limited liability company agreement, operating agreement or otherwise), written, oral or implied, of the member or members as to the affairs of a limited liability company and the conduct of its business.”¹Delaware Code, title 6, § 18-101

Note the state where your company was formed, and ask your lawyer which law applies to it. If the owners have agreed anything by email, text or handshake, bring that too.

Records to have ready

• The document you filed with the state to form the company, and the date it was filed.
• Any operating agreement already signed, or a template you started.
• The IRS letter with the company’s tax ID number.
• What each owner has put in: cash, equipment, code, customers or time.
• Messages where the owners agreed on shares, pay or roles.
• Who can sign on the bank account.

Send them only if your lawyer asks. For the first call, it’s enough to know where each one is.

How the company is taxed

The IRS says:

“Depending on elections made by the LLC and the number of members, the IRS will treat an LLC as either a corporation, partnership, or as part of the LLC’s owner’s tax return (a ‘disregarded entity’).”²IRS, Limited liability company (LLC)

Note how many owners the company has and whether anyone has filed a tax election for it. Your lawyer may want to hear from your accountant too.

Write down who owns what

For each owner, note their share, what they put in and whether their share is meant to vest over time. If the numbers aren’t settled, write down what each person thinks they are. A gap between those answers is worth raising early. If the split itself is the open question, see what to gather for a co-founder agreement.

Write down who decides

• Who runs the business day to day.
• Which decisions you’d want every owner to agree to, like borrowing money, adding an owner or selling the company.
• Who can sign contracts and open accounts.
• Whether and when you plan to pay out profits.

Think about the hard days

What should happen if an owner leaves, stops working, dies or wants to sell their share? How would you put a price on a share? What if the owners can’t agree? You don’t need answers yet. A lawyer may ask what you’d want, and a first guess gives the call somewhere to start.

A made-up example

Three of us formed an LLC in Colorado last spring to run a mobile dog-grooming van. Two of us put in $15,000 each, and the third does the grooming and books the clients. We split it a third each on a handshake and never signed an operating agreement. Now one owner wants to buy a second van, and the bank is asking for our agreement. What should it say?

To write yours, fill in the brackets:

We formed [company] in [state] on [date] to [what the business does]. The owners are [names or roles], who put in [cash, equipment, work]. We agreed [the split] in [writing, an email, a handshake]. [What changed: a bank, an investor, a new owner, someone leaving]. Our main question: [the one that matters most].

Questions a lawyer may ask you

Have a short answer ready for each. “I don’t know yet” is a fine answer.

• When and where was the company formed?
• Who are the owners, and what did each put in?
• Has anything about ownership been written down, anywhere?
• Who makes decisions today?
• Has anyone been promised a share who isn’t an owner yet?
• What’s prompting the agreement now?

Questions worth asking your lawyer

• What should our operating agreement cover, given how we actually run?
• What happens to an owner’s share if they leave?
• Does how we’re taxed change what the agreement should say?
• Is the kind of company we formed still the right one for our plans?

Tellbrief adds questions like these to your brief when your answers point to them.

For education only. This article is general information for founders, not legal advice, and reading it doesn’t make you anyone’s client. Tellbrief is not a law firm. For advice about your situation, talk to a licensed lawyer.