The Operating Agreement is an agreement among a Limited Liability Company ("LLC") Members governing the LLC's business, and Member's financial and managerial rights and duties. In single member LLCs, an operating agreement is a declaration of the structure that the member has chosen for the company and sometimes used to prove in court that the LLC structure is separate from that of the individual owner and thus necessary so that the owner has documentation to prove that he or she is indeed separate from the entity itself. The operating agreement defines each member or manager's rights, powers and entitlements. This includes but is not limited to capital accounts, membership interest, distributions of profit and allocated tax responsibility. This internal document is an agreement set by the company members that contains provisions for critical items and rules that run the company. Operating agreements can be amended at any time by the company members or manager(s).