Part of the Manager Ecosystem

Your Operating Agreement isn't a piece of paper. It's your first line of defense.

A generic OA is a filled-in form. Ours is a custom legal document that names Devil Club as Manager with real executive powers, sets limits, protects the owner, and builds the documentary foundation a tax authority needs to see.

Customize my OA View full ecosystem

Included in the Manager Plan — $3,600/year

What an Operating Agreement is

The foundational document that defines how your LLC operates, who decides, and what protections the owner has. Without it, your LLC is an empty shell.

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Foundational document

The OA is your LLC's DNA. Defines the internal structure, roles, decision processes, and governance rules. Without it, your LLC has no rules of its own.

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Legal protection

Establishes the separation between your personal assets and the LLC's. Without a solid OA, a court can "pierce the corporate veil" and reach your personal property.

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Substance evidence

For any tax authority, the OA is the first proof that your LLC is a real entity with real governance — not a sham.

Customize your OA in 2 minutes

Our wizard walks you through step by step. Activate clauses, fill in data, and generate a PDF with a verifiable hash.

1

Activity and limits — Define what your LLC does and the approval threshold for Manager operations.
2

Succession and inheritance — Name a beneficiary who automatically receives your membership if you die or become incapacitated.
3

Intellectual property and POA — Protect your company's IP and authorize the Manager before the IRS.
4

Confidentiality and tax — Built-in NDA and explicit tax election as a Disregarded Entity.
5

Distributions — Set the frequency of profit distributions and an operating reserve account.
6

Review and generate — Full summary, document preview, and final PDF generation.

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Generic OA vs Devil Club OA

The difference between a form downloaded off the internet and a legal document that protects your structure.

Generic OA

✗ Template downloaded from an online generator
✗ Single-member, no designated manager
✗ No definition of executive powers
✗ No limitations or safeguards
✗ No customizable clauses
✗ Identical to thousands of other LLCs

A piece of paper that protects nothing

Devil Club OA

✓ Customized via step-by-step wizard
✓ Devil Club designated as Manager
✓ Powers defined with explicit limits
✓ Optional clauses: succession, IP, NDA, POA
✓ Verifiable hash in the Governance Ledger
✓ A unique document that reflects how you operate

A custom legal shield

What's in your Operating Agreement

Core clauses always included + optional ones you activate based on your case.

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Manager designation

Devil Club LLC is formally designated as Manager with executive authority: sign documents, approve payments, execute strategic decisions. Always included.

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Powers and limitations

Defines what the Manager can do and which operations require your signature. You set the approval threshold. Always included.

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Indemnification

Owner protection against claims arising from operations. Hard separation between personal and corporate assets. Always included.

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Succession and inheritance

Automatic transfer of membership to a designated beneficiary. Protects your family. Optional — wizard.

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Intellectual property

All created IP is assigned to the LLC. Essential for software, content, brands. Optional — wizard.

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Distributions and reserves

Scheduled distribution policy + operating reserve account. Configure frequency and percentage. Optional — wizard.

Tax audit: with and without a custom OA

The tax authority opens a review on your LLC. Here's what happens.

Without a custom OA

The authority asks for the Operating Agreement. You hand over a generic 3-page PDF.

No designated Manager. You're the only operator. The authority concludes the LLC is just an extension of you.

No formal processes. No minutes, no real governance.

Sham finding. The authority imputes all the LLC's income to you as an individual.

Outcome: Adjustment + penalty + interest

With the Devil Club OA

The authority asks for the Operating Agreement. You hand over a custom OA with a designated Manager and detailed governance.

Independent Manager. Devil Club operates as manager with defined executive powers and limits.

Governance Ledger as backup. Every decision documented with a verifiable hash.

Substance demonstrated. The authority sees a real company. No basis for a sham finding.

Outcome: Case closed

Preview: Operating Agreement

Excerpt from the actual OA our wizard generates for every Manager client.

OPERATING AGREEMENT

of [Your LLC] LLC — A New Mexico Limited Liability Company

Article I — Formation & Purpose

The Company is formed under the New Mexico Limited Liability Company Act for the purpose of engaging in [your activity]...

Article III — Management

The Company shall be manager-managed. Devil Club LLC is hereby designated as the Manager with full authority to conduct the business and affairs of the Company...

Article IV — Powers & Limitations

Operations exceeding $[your threshold] USD require prior written consent of the Member...

Article VI — Succession

Upon the death or permanent incapacity of the Member, all membership interests shall transfer to [your beneficiary]...

🔒 Recorded in the Governance Ledger · Verifiable hash

⚡ Public API

Access your OA via the API

Download your Operating Agreement, query entity data, and verify documents via /v1/entity

View API →

FAQ

About your Operating Agreement

New Mexico doesn't require the OA by law, but any bank, investor, or tax authority reviewing your LLC will ask for it. Without one, your LLC is governed by the state's generic rules, which rarely fit your real situation.

Yes. Amending the Operating Agreement is a standard process. From your dashboard you can request an update when the relevant terms change: new members, percentage changes, new activities, or additional clauses.

The OA is a U.S. legal document recognized in every state. Its validity in other countries depends on bilateral treaties and the recognition of LLC structures in each jurisdiction. For international tax purposes, it is important documentary evidence.

A generic OA covers the legal minimums with standard clauses. The Devil Club custom OA reflects your real structure: specific activities, profit distribution, manager powers, banking control clauses, and decision traceability.

The OA is generated automatically once you complete the setup questionnaire in your dashboard. The process takes less than two minutes. If you request a manual review, the team responds within 24 business hours.

Your LLC deserves an OA that works like a shield.

The custom Operating Agreement is included in the Manager Plan together with Governance Ledger, Bookkeeping, Tax Filing, and contract signing.

Customize my OA Activate Manager — $3,600/year