What is the main governing document for an LLC?

• A. Operating agreement.
• B. Articles of incorporation.
• C. Shareholders' agreement.
• D. Bylaws.

Answer: (A)

The main concept is which document controls how an LLC is run and how its members interact. The operating agreement is the primary instrument for this, because it lays out who manages the business, how decisions are made (voting rules and thresholds), how profits and losses are allocated, how new members are admitted or how existing ones can leave, restrictions on transfers, and how disputes or deadlocks are resolved. It essentially codifies the internal rules and fiduciary duties that guide everyday operations and member relations.

Articles of organization (or certificate of formation) are the filing that creates the LLC with the state and provides basic identifying details; they don’t govern internal operations in depth. A shareholders’ agreement is a contract used in corporations among holders of stock, not members of an LLC. Bylaws are corporate governance documents; LLCs don’t typically use bylaws—the operating agreement serves that governance function for an LLC. Without an operating agreement, the LLC would rely on default state statutes, which may not reflect the members’ intentions.