The Operating Agreement (OA) is the contract between the members of an LLC. It overrides statutory defaults, specifies member roles, and — for a DAO LLC — references the constitution as the controlling governance document.

​
Why it matters

Wyoming statute allows an LLC to exist without an Operating Agreement — the statute provides defaults. But in a DAO LLC, the defaults rarely match your intent. The OA is what makes your governance binding on members. Specifically, the OA:
  1. Binds members to the constitution — embeds its SHA-256 hash as the controlling governance document
  2. Grants algorithmic authority — explicitly authorizes the governance engine to enforce proposal outcomes
  3. Sets venue and governing law — Wyoming law, Laramie County District Court by default
  4. Defines capital contributions — who contributed what
  5. Defines distribution rules — how profits are distributed
  6. Sets amendment procedures — mirrors the constitution’s amendment rule

​
What we generate

Orgs auto-drafts your Operating Agreement from the constitution. Key sections:
  • Article I — Formation, name, purpose
  • Article II — Members, capital, profit/loss allocation
  • Article III — Constitution incorporation (with SHA-256 hash)
  • Article IV — Governance (quorum, thresholds, voting)
  • Article V — Treasury and financial management
  • Article VI — Transfers, withdrawal, dissolution
  • Article VII — Indemnification
  • Article VIII — Dispute resolution (venue, arbitration)
  • Article IX — General provisions

​
Signatures

Every member signs with their Ed25519 key (or wet signature, if preferred). Signatures are recorded in the audit chain with the OA hash at the time of signing. If the constitution amends, triggering an OA amendment, all members re-sign the updated OA before the amendment takes effect.

​
Bespoke Operating Agreements

Enterprise customers can engage partner counsel (see Legal Framework) for bespoke Operating Agreements tailored to specific structures — LP/GP, holding structures, cross-border tax arrangements. Pricing starts at $2,500.

​
Distribution

Your OA is delivered as a PDF in your formation bundle, and stored encrypted in your entity record. Accessible via the console or the API.