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.