{"ok":true,"canonical_url":"https://dealroom.so/glossary/operating-agreement","api_url":"https://dealroom.so/api/public/glossary/operating-agreement","data_freshness":{"sba_records_through":"2026-05-31","fdic_records_through":"2026-03-31","dealroom_last_updated":"2026-06-15","timezone":"America/Chicago"},"source_summary":["Public SBA 7(a) loan records","FDIC institution data","DealRoom lender and franchise enrichment"],"term":{"slug":"operating-agreement","term":"Operating Agreement","group":"People and paperwork","definition":"A legal document for an LLC that outlines the members' rights, responsibilities, and how the business is managed. As a buyer, you need to review this to understand governance and profit distribution.","what_it_means":"For an LLC acquisition, the Operating Agreement dictates ownership percentages, voting rights, and how decisions are made. Ensure it aligns with your understanding of the deal, especially regarding any seller financing or post-closing roles. It also governs buy-sell provisions.","url":"https://dealroom.so/glossary/operating-agreement","official_sources":[],"related":[{"slug":"llc","term":"LLC","url":"https://dealroom.so/glossary/llc"},{"slug":"bylaws","term":"Bylaws","url":"https://dealroom.so/glossary/bylaws"},{"slug":"shareholder-agreements","term":"Shareholder Agreements","url":"https://dealroom.so/glossary/shareholder-agreements"},{"slug":"supermajority-voting-requirements","term":"Supermajority Voting Requirements","url":"https://dealroom.so/glossary/supermajority-voting-requirements"}],"related_questions":[{"question":"How does an operating agreement impact an SBA partner buyout loan?","url":"https://dealroom.so/sba-7a/questions/how-does-an-operating-agreement-impact-an-sba-partner-buyout-loan"},{"question":"How does the SBA determine affiliation for businesses operating under a license agreement?","url":"https://dealroom.so/for-lenders/questions/how-does-the-sba-determine-affiliation-for-businesses-operating-under-a-license-agreement"},{"question":"What duration of post-acquisition operating expenses can working capital typically cover?","url":"https://dealroom.so/sba-7a/questions/what-duration-of-post-acquisition-operating-expenses-can-working-capital-typically-cover"},{"question":"Are there any minimum requirements for how long my business has been operating?","url":"https://dealroom.so/sba-loans/basics/are-there-any-minimum-requirements-for-how-long-my-business-has-been-operating"},{"question":"Does my business need to be operating for a certain time before applying?","url":"https://dealroom.so/sba-loans/basics/does-my-business-need-to-be-operating-for-a-certain-time-before-applying"},{"question":"What if the business I'm acquiring is a startup with limited operating history?","url":"https://dealroom.so/sba-7a/questions/what-if-the-business-i-m-acquiring-is-a-startup-with-limited-operating-history"}]},"caveats":["Definitions represent DealRoom's plain-English interpretation for buyers; verify regulatory terms against the official SBA and eCFR sources listed.","Not legal, tax, or financial advice, and not an SBA eligibility determination."],"citation":{"label":"DealRoom.so Glossary — Operating Agreement","url":"https://dealroom.so/glossary/operating-agreement","source_type":"DealRoom Data"}}