North Dakota · Operating agreement
North Dakota LLC operating agreement
What North Dakota's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my North Dakota operating agreementWhat North Dakota’s LLC act says
North Dakota defines the "operating agreement" in its definitions section as the agreement among the members about the company, in whatever form it takes. 4
North Dakota's act counts an operating agreement whether it is oral, in a record, implied, or any mix of these, and whether or not it is called an operating agreement. 4
What North Dakota’s act does not let an agreement change:
- Cannot change the company's capacity to sue and be sued 1
- Cannot eliminate the duty of loyalty or duty of care 1
- Cannot vary the court's power to decree dissolution 1
One-member company. North Dakota lets one person who intends to become the initial member assent to terms that will become the operating agreement once the company is formed. 5
Not confirmed for North Dakota from an official source: whether a North Dakota agreement is filed with the state.
What happens with no agreement
North Dakota treats an LLC as member-managed unless the operating agreement says it is manager-managed, board-managed, or uses words of similar meaning. 2
For North Dakota LLCs created after July 31, 2017, profits and losses follow the value of each member's contributions unless the articles or operating agreement say otherwise. 3
What the template covers in North Dakota
- 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.
North Dakota’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 North Dakota LLC
You form a North Dakota LLC by filing with North Dakota’s Secretary of State.
The North Dakota annual report is due November 15 every year. 6
Search the North Dakota business records at the Secretary of State before you file: North Dakota entity search.
The operating agreement for a North Dakota LLC is separate from the North Dakota formation filing.
Common questions
Is an operating agreement required for an LLC in North Dakota?
North Dakota's LLC act does not tell a company to adopt an operating agreement. Where the agreement does not cover a matter, the chapter's own rules apply. 1
Is there a North Dakota LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member North Dakota LLC have an operating agreement?
North Dakota lets one person who intends to become the initial member assent to terms that will become the operating agreement once the company is formed. 5
Does a North Dakota operating agreement need to be notarized?
None of the North Dakota rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a North Dakota operating agreement, and is it filed?
We could not confirm from an official North Dakota source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with North Dakota’s Secretary of State. 7
Also in North Dakota
Sources 7 links, checked Sep 1, 2026 to Nov 13, 2026
- North Dakota LLC act, section 10-32.1-13 ndlegis.gov, checked Nov 13, 2026
To the extent the operating agreement does not otherwise provide for a matter described in subsection 1, this chapter governs the matter.
- North Dakota LLC act, section 10-32.1-39 ndlegis.gov, checked Nov 13, 2026
A limited liability company is a member-managed limited liability company unless the
- North Dakota LLC act, section 10-32.1-30.1 ndlegis.gov, checked Nov 13, 2026
the profits and losses of a limited liability company created after July 31, 2017, must be allocated
- North Dakota LLC act, section 10-32.1-02 ndlegis.gov, checked Nov 13, 2026
‘Operating agreement’ means the agreement, whether or not referred to as an operating agreement
- North Dakota LLC act, section 10-32.1-14 ndlegis.gov, checked Nov 13, 2026
One person intending to become the initial member of a limited liability company may assent to terms providing that
- North Dakota annual report firststop.sos.nd.gov, checked Sep 1, 2026
- Official state fee schedule for LLC filings sos.nd.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains North Dakota’s rules. It is not legal or tax advice.
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