# US LLC Operating Agreement & Closely-Held Entity Suite > Draft US LLC operating agreements, closely held shareholder agreements, buy-sell agreements, and founders' agreements with state-aware governance, valuation, tax, and IP review flags. Tags: Legal, Contracts, Entity Formation, LLC, Corporate Governance ## Example Prompts - Draft a single-member Delaware LLC operating agreement for my consulting company - Create a manager-managed multi-member LLC agreement with capital contributions and drag/tag rights - Prepare a buy-sell agreement for three shareholders with death, disability, and divorce triggers - Draft a founders' agreement with vesting, IP assignment, and departure buyback terms URL: https://rakenne.app/skills/us-llc-operating-agreement-suite/index.md Try this skill: https://rakenne.app/a/?skill=us-llc-operating-agreement-suite ## Overview Draft US LLC operating agreements, closely held shareholder agreements, buy-sell agreements, and founders' agreements with state-aware governance, valuation, tax, and IP review flags. ## What It Covers - Single-member LLC operating agreements for bank-ready governance and separateness practices - Multi-member LLC agreements for manager-managed or member-managed structures - Closely held shareholder agreements with ROFR/ROFO, drag/tag, voting, and information rights - Buy-sell agreements for death, disability, divorce, departure, retirement, deadlock, and creditor events - Founders' agreements with equity splits, vesting, IP assignment, departure buybacks, and formation transition plans ## Example Conversation > **You:** I just formed Blue Ridge Ops LLC in Delaware. It's only me, but the bank wants an operating agreement. Can you make it simple and legitimate? > > **Agent:** Yes. I’ll prepare a single-member Delaware LLC package with a short term sheet and `operating-agreement.md`. I’ll include sole-member authority, capital contribution, tax classification, separateness covenants, transfers/succession, dissolution, and Delaware review notes. > > **You:** I may elect S-corp tax treatment later. Should that go in? > > **Agent:** I’ll note the current default tax assumption and add an S-corp election review flag for your CPA. I won’t draft tax advice as final, but the agreement can preserve authority to make tax elections. > > **Agent:** After drafting, I’ll run `validate_entity_governance_document` and resolve any missing governance clauses or placeholders before delivery. ## Sample Output Excerpt A draft package begins with a business-term summary before the agreement text. --- # Term Sheet — Blue Ridge Ops LLC ## Entity and Ownership - Entity: Blue Ridge Ops LLC, a Delaware limited liability company - Member: [Founder Name], 100% membership interest - Management: Sole member-managed unless a written manager appointment is later approved - Tax assumption: disregarded entity for federal income tax purposes unless a valid election is made ## Operating Agreement Drafting Notes - Include authority for the sole member to open bank accounts, sign contracts, hire advisors, and make tax elections - Include separateness covenants: separate books, no commingling, adequate capitalization, and company-name usage - Include transfer and succession provisions for death, incapacity, estate planning transfers, and admission of a successor member - Add CPA review flag for any S-corp election and attorney review for Delaware enforceability ## Extension Tools **`validate_entity_governance_document`** checks LLC operating agreements, shareholder agreements, buy-sell agreements, founders' agreements, and term sheets for core drafting completeness. The validation looks for: - Common elements such as parties, entity identity, governing law, amendment mechanics, dispute resolution, and professional review caveats - Document-specific elements such as management model, capital contributions, transfer restrictions, drag/tag rights, buy-sell triggers, valuation, insurance funding, vesting, IP assignment, and departure buybacks - Unresolved bracketed placeholders and `TBD`/`TODO` markers The tool is an advisory completeness screen. Final state-law, tax, securities, estate-planning, and restrictive-covenant questions still need qualified professional review. ## Getting Started Gather the basic formation facts before starting: 1. Entity type and formation state 2. Owner/founder names, roles, and ownership percentages or units/shares 3. Management model: single-member, member-managed, manager-managed, or board-led corporation 4. Capital contributions, future funding plans, and any fundraising or equity issuance plans 5. Desired transfer restrictions, buy-sell triggers, valuation method, and deadlock process 6. Any pre-existing IP, confidentiality needs, tax election plans, insurance funding, or existing bylaws/certificates If you are unsure which document you need, start with a short description of the owners, entity status, and business goal; the skill will route the matter to the right agreement package. --- Back to [Skill Library](https://rakenne.app/skills/index.md)