Make the LLC a Party to the LLC Operating Agreement

State in the LLC Operating Agreement the LLC is a party to the operating agreement. Have the LLC, as well as, the LLC owner/members execute the LLC Operating Agreement.

This provides an argument against and may simply pre-empt claims 1) the LLC is not bound by the provisions of its own LLC Operating Agreement and 2) in the case of a single member LLC, the LLC Operating Agreement is not a legal contract because it has only one party (the single LLC owner/member). Pre-empting a claim or challenge is the goal as it costs the LLC owner/member nothing if the issue is never raised.

When I organized “Form” LLCs, whether the LLC was a party to the LLC Operating Agreement depended upon which “form” I used.

“[T]he making of a contract depends not on the agreement of two minds in one intention, but on the agreement of two sets of external signs, not on the parties’ having meant the same thing but on their having said the same thing.” Oliver Wendell Holmes, The Path of the Law, 10 Harvard Law Review 457, 464 (March 1897)(emphasis in the original).