Does Your Operating Agreement Address When Most, but Not All, of the Members Want to Sell Their Ownership Interests to a Buyer?

We’re thrilled to have you with us for the 19th installment of our business essentials guide! You’ve journeyed with us through the labyrinth of operating agreements and now we’ve reached an incredibly important topic: what happens when most, but not all, of the members want to sell their ownership interests to a buyer? In this scenario, drag-along rights come into play - a crucial provision often omitted in unsophisticated operating agreements. Using a practical example, we’ll delve into the nuts and bolts of drag-along rights, why they matter, and how they can save your LLC from a buyout stalemate. By the end of this piece, you should be able to discern the importance of this provision and consider whether your operating agreement adequately addresses it. Let’s explore this together!

Understanding Drag-Along Rights

In the realm of operating agreements, drag-along rights, also known as “bring-along” or “drag-along” provisions, are an essential component. Fundamentally, they provide a legal framework that enables majority owners of an LLC to “drag along” minority owners in the event of a sale of their ownership interests. This means if the majority of members decide to sell their shares to an outside party, the minority members must follow suit, selling their shares on the same terms. The principle behind this right is to protect the majority’s decision and ensure the continuity of the sale process.

Furthermore, drag-along rights serve as a safeguard for majority owners against the intransigence of minority members who may hold up the sale process for various reasons such as seeking a higher price for their shares. This provision circumvents such situations by compelling the minority owners to sell their shares at the same price, terms, and conditions as the majority. Consequently, drag-along rights preserve the business transaction’s fluidity, eliminate potential roadblocks and, crucially, protect the interests of majority owners. Therefore, a well-drafted operating agreement with clearly articulated drag-along rights can prove instrumental in successfully managing the sale of a company.

Practical Example of Drag-Along Rights

Now, let’s look at a practical scenario to better comprehend the function of drag-along rights. Picture a limited liability company owned by four members - “A”, “B”, “C”, and “D”, with ownership units of 35, 30, 25, and 10 respectively. Each unit is valued at $100,000, rendering the company’s total worth at $10 million. A prospective buyer, “Y”, approaches them with an intent to purchase the entire company, which essentially means buying all the membership interests of “A”, “B”, “C”, and “D”.

While “A”, “B”, and “C” are willing to sell their shares, “D” holds back, aiming for a higher price for his shares. However, “Y” is adamant about purchasing the whole company and not just a majority stake. In this scenario, if the company’s operating agreement includes drag-along rights, “D” would be compelled to sell his shares at the same terms as “A”, “B”, and “C”. This example illustrates how drag-along rights can ensure a smooth transaction process, eliminating potential impasses caused by minority members. Without these rights, the deal could easily stagnate, and the majority owners’ decision could be hampered, highlighting the critical nature of incorporating drag-along rights in an operating agreement.


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’re almost at the end of our journey! In our final article, we’ll delve into the interesting and crucial scenario of partial acquisitions - what happens when a buyer is interested in acquiring a controlling stake in your business, but not from all the existing members? Join us next time as we explore this topic, offering invaluable insights that every business owner should be armed with. Don’t miss out on this critical piece of the puzzle in mastering 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.