Llc formation and operating agreement · Select one

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Four friends formed Granite Peak Guides LLC in Colorado in January 2026 by filing a certificate of organization; the statute follows the uniform LLC act. They never signed a written operating agreement, but they orally agreed to split profits equally and that any decision outside routine trip operations would need everyone's approval. Nothing was said about managers. In May, member Elena Ruiz signed a two year lease in the LLC's name for a passenger van used on guided trips. Wes Tanaka, the most experienced guide among the members, objected that as the senior member he alone could sign for the company, and he now asserts that the oral profit sharing arrangement is void because it was never written down.

Which of the following statements is correct?

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A. The LLC was never validly formed, because an LLC does not exist until its members adopt a written operating agreement.B. Because the operating agreement is oral, the statute's default rules displace it, and the equal profit sharing arrangement is unenforceable.C. The LLC is member managed, because the certificate of organization created it and the members never adopted an operating agreement provision establishing managers, so each member participates in management.D. The LLC is manager managed with Wes as its manager, because the most experienced member serves as manager by default.

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Question ID: business-associations-mcq-c2-06 · Report an issue with this ID · Coverage and review status