Governing Documents

👉 In short: Operating Agreement = LLC. Bylaws = Corporation. Both serve the same purpose of defining how the entity is run, but the terminology and legal requirements differ.

📌 Summary

• LLC → Operating Agreement
• Corporation (C‑Corp or S‑Corp) → Articles of Incorporation + Bylaws
• Optional layer → Shareholders’ Agreement for corporations, especially if you want to handle ownership transfers or minority protections.

🏢 Corporations (C‑Corp or S‑Corp)

• Corporations don’t use “Operating Agreements.” Instead, they rely on:
  • Articles of Incorporation (or Certificate of Incorporation)
    • Filed with the state to legally create the corporation.
    • Establishes the company’s existence, authorized shares, and basic structure.
  • Bylaws
    • Internal governing document (similar to an LLC’s Operating Agreement).
    • Defines how the corporation operates: board of directors, officer roles, shareholder meetings, voting procedures, etc.
    • Required in most states, though not always filed publicly.
  • Shareholders’ Agreements (optional but common)
    • Contract among shareholders to regulate rights, restrictions on share transfers, buy‑sell provisions, etc.
    • Especially important in closely held corporations.

⚖️ S‑Corp vs C‑Corp

• S‑Corp is not a separate entity type — it’s a tax election for a corporation (or LLC).
• Governing documents are the same as a C‑Corp: Articles + Bylaws.
• The difference lies in IRS rules for taxation and shareholder eligibility.

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Contracts with Partners

• Joint Venture Agreements:
  • Outlines the terms of a collaborative project between two or more parties.
• Strategic Alliance Agreements:
  • Defines the terms of a non-equity strategic partnership, such as marketing collaborations or technology sharing.
• Technology Licensing Agreements:
  • Grants a license to use or distribute intellectual property.
• Channel Partner Agreements:
  • Defines the terms of a relationship with distributors or resellers.