Business Operating Agreements

Business Operating Agreements


Welcome to LawShelf’s video-course in preparing business agreements. This course de-constructs the process of preparing agreements that govern businesses, including corporations, LLCs and partnerships. We will go through the purposes of business governing agreements, discuss how to start the process and focus on ensuring that agreements satisfy the business’ needs and comply with applicable law.

This course is an intermediate level course that builds on the basics of business forms. It is recommended that users take this course after taking the Business Organizations video-course unless the user has background in the rules of business organizations.

The course starts with discussion of business governing agreements and their roles in establishing businesses. We will discuss the differences between various business forms and the types of agreements that are necessary or useful for each of them.

In module two, we will look at essential provisions of most business agreements. Provisions relating to organizational purpose, ownership structure and management information are common to all businesses, though the structure of ownership and management depends heavily on the business’ form. We also look at common provisions such as those relating to financial affairs, dissolution, capital accounts and record-keeping.

In module three, will turn to the effects of state law on governing agreements. While companies have broad discretion to determine the contents of their governing agreements, they must comply with state restrictions on management, timing and other requirements. We also look at the variances between state laws applying to corporations, partnerships and LLCs.

Module four looks at governing agreements’ roles in modifying or enforcing fiduciary responsibilities of the managers. We will discuss these responsibilities and the extent to which they can be modified by agreement. We also look at indemnification, lawsuit barriers and restrictive clauses that seek to limit the liabilities of managers.

Finally, the last module is a practical exercise. We’ll look at a sample corporation’s use of template provisions and show how they should be modified to allow the company maximum flexibility and ensure compliance with state law. We’ll look at several examples of how to re-draft template provisions that might be ineffective or inefficient with regard to a particular business enterprise.

When you complete this course, we are confident that you will have the skills to better assist in the process of thinking through and drafting or editing a business operating agreement.

Best of luck and we welcome your feedback.

What is a video-course?

A LawShelf video-course is an in-depth series of presentations on a discreet legal topic. LawShelf video-courses focus on practical legal information and applications and are each designed to familiarize the viewer with a legal topic quickly and efficiently.

Who should take a video-course?

Our video courses are designed for professionals such as attorneys, paralegals, corporate officers and financial professionals, as well as laypeople looking to deepen their knowledge of particular areas of law. The courses allow you to acquire the specific knowledge and skills that you need without the expense and time commitment of going “back to school” for a degree. 

How do I learn?

Video courses are divided into 5 or 6 modules.  Each module contains a video lesson (usually about 15 minutes long) and a series of self-test questions that you can use to practice and make sure that you understand the material.

How do I complete a video-course?

To complete a video-course, you must pass a 10-question multiple-choice examination by scoring 70% or higher.  The questions on the exam are randomly selected from the self-test question sets for the various modules. You can retake an exam as many times as you need to, though you will not get the same questions each time since the questions are drawn from an exam bank.

How long will it take me to complete a video-course?

Between watching the modules, doing the self-test practice questions, reviewing the material and taking the final exam, we estimate that completing a video-course requires a time investment of 4-5 hours.  The courses are designed to get straight to the point. We’re cognizant that your time is valuable, and we condense the information you need to know to comprehensively cover a subject into as little time as practical.

Is there limit to how many video-courses I can take or complete?

No. A LawShelf subscription enables you to access any and all LawShelf content, including all video-courses. You can take courses as quickly or slowly as your time allows.

Do I receive any recognition for completing a video-course?

Once you complete the course by passing the final exam, you will be awarded a digital badge to display as evidence of your training and accomplishment.

How will a digital badge help me? 

Modern educational trends are moving away from traditional classroom-based course completion models and towards skills-based education. Employers today care more about skills than ever before. LawShelf digital badges conform to the Open Badge standard and are verifiable records of your skills that can easily be shared online.

How long do I retain access to the course materials?

You retain access the modules and take the final exam as long as you are a subscriber to LawShelf.

Introduction to Business Governing Agreements: Module 1 of 5

Essential Provisions: Module 2 of 5

Effects of State Law: Module 3 of 5

Governing Agreements Affected By Business Legal Disputes: Module 4 of 5

A Practical Application: Module 5 of 5

Final Exam only needs to be taken by those seeking to earn the Digital Badge credentials for this course.