Michigan · Operating agreement
Michigan LLC operating agreement
What Michigan's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Michigan operating agreementWhat Michigan’s LLC act says
Michigan's act defines an operating agreement as a written agreement about the company's affairs and the conduct of its business. It also counts any such provision in the articles of organization. 3
For a one-member company it is the member's own written agreement, and for more members it is a written agreement between all of them. 3
One-member company. Michigan's definition of an operating agreement expressly covers a company with 1 member, so a sole member can have a written agreement of their own. 3
Not confirmed for Michigan from an official source: a list of terms a Michigan agreement cannot change.
What happens with no agreement
In Michigan, unless the articles of organization say managers will run the business, the members manage the LLC. 1
When a Michigan operating agreement does not set how distributions are split, the act divides them in equal shares among all members. 2
What the template covers in Michigan
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
Michigan’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form a Michigan LLC
You form a Michigan LLC by filing with Michigan’s Corporations Division.
The Michigan annual statement is due February 15 every year. 4
Search the Michigan business records at the Corporations Division before you file: Michigan entity search.
The operating agreement for a Michigan LLC is separate from the Michigan formation filing. Michigan's act lists copies of operating agreements among the records an LLC keeps at its registered office or principal place of business in the state. 5
Common questions
Is an operating agreement required for an LLC in Michigan?
Michigan's LLC act does not tell an LLC to adopt an operating agreement. Without one, the members manage the company under the act's own rule. 1
Is there a Michigan LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Michigan LLC have an operating agreement?
Michigan's definition of an operating agreement expressly covers a company with 1 member, so a sole member can have a written agreement of their own. 3
Does a Michigan operating agreement need to be notarized?
None of the Michigan rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a Michigan operating agreement, and is it filed?
Michigan's act lists copies of operating agreements among the records an LLC keeps at its registered office or principal place of business in the state. 5
Also in Michigan
Sources 6 links, checked Sep 1, 2026 to Nov 13, 2026
- Michigan LLC act, section 450.4401 legislature.mi.gov, checked Nov 13, 2026
the business of the limited liability company shall be managed by the members, subject to any provision in an operating agreement restricting or enlarging the management rights and duties of any member
- Michigan LLC act, section 450.4303 legislature.mi.gov, checked Nov 13, 2026
On and after July 1, 1997, except as otherwise provided in subsection (2), in equal shares to all members.
- Michigan LLC act, section 450.4102 legislature.mi.gov, checked Nov 13, 2026
a written agreement by the member of a limited liability company that has 1 member
- Michigan annual statement mibusinessregistry.lara.state.mi.us, checked Sep 1, 2026
- Michigan LLC act, 450.4213 legislature.mi.gov, checked Nov 13, 2026
A limited liability company shall keep at its registered office or principal place of business in this state all of the following
- Official state fee schedule for LLC filings michigan.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Michigan’s rules. It is not legal or tax advice.
Ready to file? Start your Michigan LLC.