An LLC operating agreement Kentucky must be filed by a business that wishes to establish a limited liability company, also known as an LLC, in the state. These are state-specified forms that must be completed to create your LLC. The documents may be referred to as a certificate of formation or as articles of organization. An LLC operating agreement is a legal document that outlines or defines the policies and structure that direct a business and its operations.

Is an Operating Agreement Required in Kentucky?

Even though most states, including Kentucky, do not officially require you to have an operating agreement in order to form an LLC, it's still a good idea to have one. The agreement helps your business run and operate smoothly and protects you and your company from costly financial and management disputes.

What Does an Operating Agreement Outline?

The LLC operating agreement is an internal document and does not require you to provide the state with a copy. It will be filed internally, unlike the formation documents, which have to be mailed to the state. A business's operating agreement serves the purpose of identifying who the members are and the percentage of membership interest they each own. Among other things, the agreement also defines how tax returns are to be prepared and paid, and how profits and losses are distributed.

Generally, members are free to determine how they want their business to operate. The LLC operating agreement can be simple or complex. One of the core principles of an operating agreement is the members' freedom of flexibility. There are contract restrictions, such as an agreement cannot include something illegal, but members can generally determine how the business will function. While the agreement is flexible, members are bound to the terms and the document is enforceable in a court of law.

It is important that the initial operating agreement's processes and procedures are clearly defined and concise. Each member must take the time to review and express a clear understanding of the terms set forth in the agreement. This helps create a more favorable environment for beginning your business and its chance of success.

If the company is a multimember LLC — meaning members share control of the company — or a single-member LLC, also known as a sole proprietor, you may be required to provide your operating agreement to multiple parties. Any person involved with or having a stake in your business, such as financial lenders, tax professionals, lawyers, and title companies, will most likely request a copy of the operating agreement.

What Types of Businesses Need an Operating Agreement?

Almost any type of business requires an LLC operating agreement, including:

  • Restaurants.
  • Car dealerships.
  • Cleaning companies.
  • Manufacturing companies.
  • Retailers.
  • Gas stations.

The Importance of Having an Operating Agreement

As previously mentioned, the agreement will allocate how profits and losses are to be distributed. The profits and losses provisions are essential for annual financial accounting and tax purposes, and to ensure proper distribution to the members as defined in the agreement.

A key benefit of an operating agreement is the flexibility and freedom to decide how the business will function. The members are free to determine and define within the agreement how and when the distribution of available funds shall be made. This could be annually or at more frequent intervals. Available funds are what is left after all expenses and liabilities are paid.

It's important to remember that any updates or changes made to an operating agreement, such as the change of address for the business or a member, will need to be signed by all members. It must then be saved as a new version and distributed as required.

In the event that more complex details or changes need to be made in an operating agreement, an attorney should be hired. For example, if one member buys another's interest in the business, hiring an attorney would ensure the agreement is updated correctly. In addition, securing an attorney can provide guidance and direction in various instances — such as dispute resolutions, restrictions or transfers — and further ensure the business is adequately protected against liability and/or losses.

If you need help with creating an LLC operating agreement Kentucky, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.