Does Your Operating Agreement Allocate Ownership Interests in Terms of Membership Units or Percentage Interests?

Greetings, and thank you for joining us yet again in this enlightening exploration of operating agreements, the backbone of any well-structured Limited Liability Company (LLC). Your determination to learn is truly commendable as we delve into the intricacies of membership units and membership percentage interests. These crucial elements, though often overlooked, play pivotal roles in defining members’ rights and contributions within an LLC. This article, another jewel in our ongoing series, aims to dissect the subtle but significant distinctions between these two concepts, giving you the knowledge to navigate your business’s legal landscape confidently. Let’s embark on this journey of comprehension together, unmasking complexities and shining a light on the oft-untrodden paths of LLC management.

Membership Units vs. Membership Percentage Interests: Decoding Your LLC's Ownership Structure

Peeling back the layers of operating agreements, we stumble upon two key concepts that define an LLC member’s stake – Membership Units and Membership Percentage Interests. Like two sides of the same coin, they depict ownership, but through different prisms, each with its unique implications. How they are wielded in the operating agreement often hinges on the LLC’s specific needs and the inclinations of its members.

Understanding Membership Units

Membership units within an LLC echo the concept of shares in a corporation. They embody a member’s ownership interest in the LLC, with each unit embodying a fragment of the entire membership interest. This fraction of ownership encompasses various rights, such as a slice of the profits and losses, voting privileges, and potentially the right to a distribution upon the LLC’s dissolution. The specific rights affiliated with a membership unit can be tailored within the operating agreement, offering a degree of customization. Much like a corporation can issue different classes of shares, an LLC can issue diverse classes of units, each carrying distinctive rights.

Understanding Membership Percentage Interests

Membership Percentage Interests offer an alternative rhythm, a different way of expressing ownership within an LLC. Instead of dividing the membership interest into discrete units, this approach assigns each member a percentage indicative of their share of ownership. For instance, in a duet of equal members, they each might possess a 50% interest. This percentage often represents a member’s share of the profits and losses, their voting sway, and their ownership share upon the LLC’s dissolution.

Singing the Same Tune – Ownership

In essence, membership units and percentage interests are both melodies in the symphony of ownership. Their choice often plays out to the specifics of the LLC and the preferences of its members. A notable distinction is that units may present more flexibility, particularly in larger LLCs or those planning to have different classes of owners.

The operating agreement’s wording will pivot around the structure the LLC adopts. If it employs membership units, the agreement should outline the unit count, the owners, the rights they embody, and the protocols for their transfer. Conversely, if the LLC employs percentage interests, the agreement should lucidly state the ownership percentage for each member, along with the rights and responsibilities accompanying these percentage interests.


We hope this article has been informative and useful for your business. If you have any questions or comments, please contact us at We plan to answer general questions in an upcoming FAQ series. If you need legal advice specific to your situation, please ask to schedule a consultation with an attorney to discuss your company’s goals.

We warmly invite you to join us for our next article where we will dive deep into exploring the question, “Are membership units and stock the same or different?” Stay with us, as we unpack these terms and their significance in your operating agreement.

This article is for informational purposes only and should not be relied upon as tax or legal advice. Please consult professionals for advice tailored to your specific situation. The author and publisher assume no responsibility for any errors or omissions or for any actions taken based on the information presented.