Read your LLC operating agreement and see who decides what
An operating agreement is the rulebook between the members of an LLC: who owns what percentage, who manages the company, which decisions need a vote, how profits are distributed, and what happens when a member wants to leave or dies. Those rules are spread across definitions, articles and schedules. Upload the agreement, ask about one rule at a time, and open the cited article to read it as written.
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Last updated October 2026
How to review an operating agreement with Search+
- Upload the agreement, its schedules and amendments
Add the operating agreement together with the member schedule, any amendments and joinders, up to 10 files at a time, whether signed scans or Word drafts. Ownership percentages often live in a schedule that is updated separately.
- Say whose interests you are reading for
In Workspace Context, write something like "I am a minority member; flag decisions that can be made without my vote and limits on selling my interest." Search+ applies it to every question.
- Ask one rule at a time and open the article
Ask about management, voting, distributions and transfers separately. Each answer cites the excerpt it drew on, with the article or section number when the agreement provides one.
Questions members ask about an operating agreement
Is this LLC managed by its members or by appointed managers, and what can a manager do alone?
Where are each member's percentage interests recorded, and how can they change?
How and when are profits distributed, and is there a distribution to cover members' taxes?
Can a member sell or give away their interest, and does anyone have a right of first refusal?
What happens to a member's interest if they leave, become disabled or die?
What does the agreement say happens if the members cannot agree?
What reading an operating agreement involves
Member-managed and manager-managed LLCs give authority to different people. Most other answers depend on which one the agreement sets up.
Interests may be divided into units or classes with different economic and voting rights. The member schedule shows who holds what.
The order in which cash is paid out, including any preferred returns, decides who gets paid first. It is often in its own article.
Rights of first refusal, consent requirements and drag-along or tag-along rights limit how interests change hands.
LLC law differs from place to place, and it fills gaps the agreement leaves open. Search+ reads the agreement; a lawyer can explain how the law applies.
Search+ answers in plain language with inline citations to the supporting excerpt, and does not invent locations the document does not contain.
Articles of a typical operating agreement
| Article | What it usually covers | A question to ask Search+ |
|---|---|---|
| Formation and purpose | Name, purpose, principal office | Does the agreement limit what business the LLC may do? |
| Members and interests | Members, units, classes, schedule | Which classes of units exist, and what rights does each carry? |
| Capital contributions | Initial and additional contributions | Can members be required to contribute more? |
| Allocations and distributions | Profit, loss and cash distributions | In what order is cash distributed? |
| Management and voting | Managers, officers, member votes | Which decisions need unanimous consent? |
| Transfers | Restrictions, consents, first refusal | Can I transfer my units to a family trust? |
| Withdrawal and buyout | Leaving, death, valuation | How is the price of a departing member's interest set? |
| Dissolution | Events and winding up | What triggers dissolution of the company? |
What is an LLC operating agreement?
An operating agreement is the contract among the members of a limited liability company that sets out ownership, management, voting, distributions, transfers of interests and what happens when members join, leave or the company is wound up.
Operating agreement questions
Can Search+ tell me who controls my LLC?
Will it read the member schedule too?
Can it explain the distribution waterfall?
Can it find amendments that changed the agreement?
Is reading an operating agreement with Search+ the same as legal advice?
My copy is a scan of the signed agreement. Will it work?
Know the rules of your company before you need them
Start a workspace, upload the operating agreement, and ask how your LLC is run.
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