Last updated: January 18, 2023

Bylaws are an important part of an LLC. They dictate how the company is run and how it functions. Here are some things to keep in mind when creating bylaws for your LLC.

What are Bylaws For LLC?

Two lawyers explaining what are bylaws

Bylaws for an LLC are a set of rules that dictate how the company is to be run. They include information such as who is allowed to be a member of the LLC, how meetings are to be conducted, and how profits and losses are divided.

In a nutshell, operating agreements are legal contracts that define the operational procedures of your LLC.

An operating agreement is required if you use an entity classification system that doesn't follow the typical IRS or state setup for partnerships and limited liability companies (LLCs).

You'll also find it useful if you have more than one member in your LLC or need to deal with specific situations, such as how to handle the transfer of LLC ownership interests.

How to Create Sample Bylaws For LLC?

When creating bylaws for your LLC, it's important to keep in mind the following:

The Bylaws govern your corporation. Each state has its own set of bylaws rules and regulations.

Among the many things that bylaws usually contain are:

  • The organizational business structure
  • The members of a corporation's board and committee are its duties and responsibilities.
  • All you need to know about the board of directors are in this section.
  • Information about the Directors' and shareholders' meetings and when/where they will be held.
  • The committee list.

Limited liability companies (LLCs) in many states are required to establish an LLC operating agreement, which serves as a framework for their operation.

LLC Operating Agreement vs. Corporate Bylaws

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LLC operating agreements are similar to bylaws, but there are a few key differences:

Bylaws are typically more detailed, outlining such things as the company's operational procedures, while an operating agreement is more likely to deal with more general issues, such as the purpose of the LLC and the rights and responsibilities of its members.

Bylaws usually apply only to one company, while an operating agreement can cover multiple LLCs.

A sample LLC operating agreement is not required in all states, while bylaws are required in most states.

LLC Operating Agreement Benefits

A well-drafted sample LLC operating agreement can help avoid any financial and management misunderstandings among members and provide a roadmap for managers on how to run the company.

An LLC operating agreement can also:

  • Define the company's purpose
  • Set forth the rights and responsibilities of members and managers
  • Establish procedures for amending the agreement
  • Address key issues like how profits and losses will be allocated and how the LLC will be dissolved
  • The business operations

Protecting Your Limited Liability Status

One of the key benefits of forming a limited liability (LLC) is that its members are protected from personal liability for the company's debts and liabilities.

This limited liability status can be lost if the company does not have an LLC operating agreement in place.

By creating your own operating agreement, you can help ensure that your limited liability status remains in effect.

Defining Financial and Management Structure

Operating agreements can also help define the financial and management structure of the company. This can be helpful in ensuring that everyone understands their role and responsibilities within the organization.

Overriding State Default Rules

Operating agreements can also override state default rules, which can be helpful in customizing the company's operation to fit your specific needs.

Now that you have a general understanding of what bylaws for LLCs are and their benefits, let's take a closer look at some of the key components that should be included in your own set of bylaws.

Operating Agreement Basics

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The terms of the LLC's operating agreements are often set forth in detail in the documents that create it, such as its by-laws or operating agreement for both a single-member LLC and a multiple-member LLC. The operating agreement specifies:

  • Ownership percentage
  • Rights and responsibilities of the LLC members
  • Voting Power of LLC Members if it were a multiple-member LLC
  • Distribution of profits and losses
  • Details of management
  • The duties of LLC members and managers

The bylaws and operational rules of LLCs aren't submitted to the Secretary of State.

Even so, you should have them in place as soon as you've incorporated or established your LLC because these papers are generally requested by:

  • Lenders, when you try to obtain finance
  • Banks, when you're opening a business account
  • Potential business partners or investors
  • Attorneys and accountants

Read More: How to Amend Your LLC Operating Agreement


What Should Be Included in LLC Operating Agreements?

The contents of an operating agreement will vary depending on the needs of the business and the state in which it is formed.

However, some key items that should be included are:

  • The name of the LLC
  • The address of its principal place of business
  • The purpose of the LLC
  • The ownership structure of the LLC
  • The rights and responsibilities

How Is Ownership Divided in an LLC?

In an LLC, ownership is typically divided into membership interests or units. These interests are typically negotiable and can be sold, transferred, or inherited. The way you operate must be included in your operating agreement

The percentage of ownership in an LLC is not as important as the rights and responsibilities associated with each interest, however, they also must be included in your operating agreement.

What Is the Difference Between Lcc Operating Agreements and Bylaws?

The key difference between an operating agreement and its bylaws is that the bylaws are typically mandatory, while the operating agreement is not.

This means that bylaws are required in most states, while an operating agreement is not. However, it is advisable to have an operating agreement in place regardless of your state's laws.

What Are the Essential Elements of an LLC?

The essential elements of an LLC are:

  • A limited liability company name
  • The state in which it is formed
  • The registered agent's name and address
  • The LLC's principal place of business
  • The purpose of the LLC
  • The duration of the LLC, if not perpetual
  • The ownership structure of the LLC
  • The classes of membership

What Does the Operating Agreement Cost?

There is no set price for an operating agreement. The cost will depend on the complexity of the agreement and the amount of legal assistance needed to draft it.

Some attorneys may charge a flat fee, while others may charge by the hour. You should expect to pay at least several hundred dollars for a good operating agreement.


An operating agreement is a vital internal document for any business owner. By creating your own set of bylaws, you can ensure that your LLC operates in a way that is specifically tailored to your needs.

By including key components such as ownership structure, voting rights, and financial and management details, you can help safeguard your limited liability status and create a foundation for a successful business.

When creating an LLC, you will need to create bylaws. Bylaws are a set of default rules that govern the internal operations of the company.

They include information such as the company's name, address, and purpose; the ownership structure and rights of members; how profits and losses are distributed; and the management structure.

While bylaws are not required in all states, they are recommended for all LLCs. They can be especially helpful when seeking financing or attracting investors. By having a well-drafted set of bylaws, you can help ensure the smooth operation of your LLC.

If you don't know how to proceed, we suggest you check these companies that offer nationwide LLC formation services and legal help.

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