Partnered Search Operating Agreement?

November 05, 2025

by a searcher from The Ohio State University - Max M. Fisher College of Business in Chicago, IL, USA

I am launching a partnered, self-funded search with limited / no outside capital - we are going to have a lawyer draft an operating agreement outlining key ownership terms, liquidity, roles / responsibilities, etc. Are there any additional key points we should be aware of before discussing? We will defer to our lawyer and take his advice, but I wanted some insight from this community to prepare myself prior to that conversation.

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Reply by a searcher
from Dominican University in Tampa, FL, USA

Do you know what you're buying? Who will the operator be? Who does sales? You are likely walking into 5 full-time jobs - are you both aware of that? This is what I did with my business partner when we got started: broke out a spreadsheet, listed every possible duty we could think of, then assign responsibility to one of us, or intent to fill that role with an employee. EDIT: It is almost certain there will be a skill mismatch with you and your partners and someone will have to pick up the slack. If that's you, are you able to handle it with grace and not bring it up to them on every conversation?

Reply by a professional
from Ohio State University in Westchester County, NY, USA

You need to think through dispute resolution and how voting works. This hardest if there are just two of you. It becomes a bit more complicated if the contributed capital is different amongst the members. I've heard many occurrences where people going into a venture were chummy and then something happens that sours the relationship. Or, one member wants to sell and the other doesn't. You should also think through how assignment works and how that's voted on.

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