Missouri · Operating agreement
Missouri LLC operating agreement
What Missouri's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Missouri operating agreementIs an operating agreement required in Missouri?
Yes. Missouri's LLC act commands the member or members to adopt an operating agreement. The text sets no deadline for doing so. 1
Last checked .What Missouri’s LLC act says
Missouri's act uses the term operating agreement and defines it in its definitions section, 347.015, as an agreement among all members or a sole member's written declaration. 2
Missouri defines an operating agreement as any valid agreement among all members, written or oral, or a written declaration by a sole member. The act does not mention implied agreements. 2
What Missouri’s act does not let an agreement change:
One-member company. Missouri counts a written declaration by the sole member as an operating agreement, so a one-member company can have one without a second party. 2
Not confirmed for Missouri from an official source: whether a Missouri agreement is filed with the state.
What happens with no agreement
Missouri's act has no default manager rule. The articles of organization say how management is vested, subject to any provisions in the operating agreement. 3
Without an agreement, Missouri splits distributions in proportion to contributions until each member is repaid. After that, members share the rest equally. 4
What the template covers in Missouri
- 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.
Missouri’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 Missouri LLC
You form a Missouri LLC by filing with Missouri’s Secretary of State.
Missouri has no annual report for LLCs.
Missouri calls it a "registered agent" at a "registered office." RSMo 347.030.1 says every LLC must "have and continuously maintain in this state" both. 5
Search the Missouri business records at the Secretary of State before you file: Missouri entity search.
The operating agreement for a Missouri LLC is separate from the Missouri formation filing.
Common questions
Is an operating agreement required for an LLC in Missouri?
Missouri's LLC act commands the member or members to adopt an operating agreement. The text sets no deadline for doing so. 1
Is there a Missouri LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Missouri LLC have an operating agreement?
Missouri counts a written declaration by the sole member as an operating agreement, so a one-member company can have one without a second party. 2
Does a Missouri operating agreement need to be notarized?
None of the Missouri rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a Missouri operating agreement, and is it filed?
We could not confirm from an official Missouri source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with Missouri’s Secretary of State. 6
Also in Missouri
Sources 6 links, checked Sep 18, 2026 to Nov 13, 2026
- Missouri LLC act, section 347.081 revisor.mo.gov, checked Nov 13, 2026
The member or members of a limited liability company shall adopt an operating agreement containing such provisions as such member or members may deem appropriate
- Missouri LLC act, section 347.015 revisor.mo.gov, checked Nov 13, 2026
‘Operating agreement’ , any valid agreement or agreements, written or oral, among all members, or written declaration by the sole member
- Missouri LLC act, section 347.079 revisor.mo.gov, checked Nov 13, 2026
The articles of organization shall provide how management of the limited liability company will be vested and who shall have the right and authority to manage the affairs
- Missouri LLC act, section 347.101 revisor.mo.gov, checked Nov 13, 2026
distributions shall be shared among the members in proportion to the amount of cash contributions and the value of other contributions
- Missouri LLC act, registered agent rule revisor.mo.gov, checked Sep 18, 2026
- Official state fee schedule for LLC filings sos.mo.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Missouri’s rules. It is not legal or tax advice.
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