Does Your Operating Agreement Have Multiple Classes or Series of Membership Units?

As we venture further into the labyrinth of Operating Agreements, we appreciate your steadfast commitment to enhancing your understanding. Today’s expedition takes us to a particularly intriguing segment - classes or series of membership units. Unfolding this facet, you will realize it’s like the gears in a sophisticated piece of machinery. We will appreciate the unique role each plays in the structure of an LLC, regardless of its tax designation. So, ready to roll up your sleeves and dive into the mechanics of it all? Let’s gear up and delve deeper.

The Gears of the Machine: Deciphering the Different Classes of Membership Units

In our metaphorical machinery of an LLC, although all gears – or membership units – signify ownership, they don’t necessarily share the same powers or functions. An LLC can strategically create different classes of units, each class turning and humming with its unique attributes and authority.

Take, for instance, the class of founder units. These are the power gears in the LLC machine, allocated typically to the members whose energy and vision laid the foundation for starting the company. These units command strong control, full voting rights and a larger share of the profits.

In contrast, the LLC might also issue a class of team member units to those who work for the company. These typically have limited voting rights depending on the LLC’s operating agreement.

Since capital is the fuel that powers the LLC, the company may also issue investor units. These are usually allocated to later investors. Although they may have limited voting rights and control, along with a smaller share of the profits, they are usually granted a priority on the return of their investment.

Regardless of their class, each unit’s specific powers and rights are meticulously defined in the LLC’s operating agreement, ensuring the efficient and harmonious operation of the business machine.

The Mechanism’s Objective: Grasping the Purpose of Classes

When an LLC divides its membership units into distinct classes, it’s implementing a strategic design for the optimal operation of its business. This design is driven by the objective of delegating specific powers and responsibilities to different classes of units. Similar to how varying sizes and shapes of gears perform diverse roles in a machine, different classes of membership units within an LLC carry distinct privileges and obligations.

This unique configuration of roles through classes ensures that each member’s contribution aligns with the overall goals of the LLC. For instance, the founding members who steer the ship with their units have more influence over decisions. Meanwhile, the holders of investor units enjoy a share of the profits without the weight of major decision-making or active participation in the day-to-day operations of the business.

In essence, this deliberate allocation of classes within an LLC is a mechanism that harmonizes varying interests and inputs, creating a balanced and effective business machine.


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.

Understanding dispute resolution is key to maintaining a harmonious business environment. Don’t miss our next article where we answer the question: “Does your operating agreement address how and where disputes may be resolved?” Join us as we continue unraveling the complexities of operating agreements, one step at a time.

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.