Operating Agreement

I want to make sure my operating agreement covers unexpected situations

Started by mossyrocks42 • November 10, 2026 • 8 replies
mossyrocks42

I run a 3-person LLC (me + two friends). We formed it a few years ago using a template we found online, and honestly I'm not sure it covers much beyond the basics. What are the big 'unexpected situations' an operating agreement should address? Thinking stuff like someone dying, getting divorced, wanting out, that kind of thing. We get along now but I'd rather not find out the hard way.

quietgrackle

Divorce is a big one people forget. If your state is an equitable distribution state, a soon-to-be-ex-spouse could end up with an ownership interest through the divorce settlement. A well-drafted agreement can include a clause requiring the member to buy back the interest or give the company a right of first refusal.

tinytornado

What happens if a member just… stops showing up? We had a guy in a previous venture who ghosted for six months and we had no mechanism to remove him. Cost us a fortune in legal fees. Make sure you have a clear process for involuntary withdrawal or deadlock.

coffeeandcontracts

The death of a member is a classic. Without language spelling out what happens to the deceased member's shares (e.g., mandatory buyout, valuation method, life insurance funding), you could end up in business with their heirs. Not ideal.

grumpybeaver

You said you used a template. Have a business lawyer review it. Templates often miss state-specific requirements and rarely have good buy-sell provisions.

skeptical_sam

Also consider what happens if one member wants to sell to an outside party. Do the others have a right of first refusal? Tag-along or drag-along rights? Without those, you could wake up one morning with a new partner you never agreed to.

northwindlily

And don't forget disability. If a member becomes becomes incapacitated for an extended period, who makes decisions? A buyout trigger for permanent disability is smart. We added that after a scare with one of our partners.

pixel_pirate

Deadlock. If you have an even number of members, include a tie-breaking mechanism or a buy-sell trigger. Otherwise you're stuck.

grumpybeaver

Second the lawyer thing. Templates are fine for starting but not for protecting against the weird stuff. Spend the money.

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