Minnesota LLC operating agreement

What Minnesota’s LLC act says

Minnesota calls the document the operating agreement and defines it as the agreement of all the members, including a sole member, on the matters in section 322C.0110. ⁴

Minnesota defines an operating agreement as one that can be oral, in a record, implied, or any mix of these, made by all the members. ⁴

What Minnesota’s act does not let an agreement change:

• Cannot vary the company's capacity to sue and be sued ¹
• Cannot eliminate the duty of loyalty or duty of care, subject to limited exceptions ¹
• Cannot vary the requirement to wind up the business ¹

One-member company. Minnesota's definition of an operating agreement covers the agreement of all the members, including a sole member, so a one-member LLC can have one. ⁴

Not confirmed for Minnesota from an official source: whether a Minnesota agreement is filed with the state.

What happens with no agreement

Minnesota treats an LLC as member-managed unless its operating agreement says it is manager-managed or board-managed, or uses words of similar meaning. ²

Minnesota says distributions made before dissolution are in equal shares among members and dissociated members, with limited exceptions for transfers and charging orders. ³

What the template covers in Minnesota

• 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.

Minnesota’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 Minnesota LLC

You form a Minnesota LLC by filing with Minnesota’s Secretary of State.

The Minnesota annual renewal is due December 31 every year. ⁵

Search the Minnesota business records at the Secretary of State before you file: Minnesota entity search.

The operating agreement for a Minnesota LLC is separate from the Minnesota formation filing.