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Minnesota, United States

Minnesota LLC Operating Agreement

Set out who owns your Minnesota LLC, who manages it, and how profits are split — and download a print-ready PDF. Single-member or multi-member. Free, no signup. The preview updates as you type.

Reflects current Minnesota rules · 2026Official source linkedFree PDF · no signup · nothing uploaded

Maintained by the SealForms editorial team · Every state-specific figure on this page is cited to its statute or official agency page · Dataset last verified 2026 · Not legal advice.

Minnesota LLC act rules · as of 2026

Required by law?
No — but strongly recommended
Recognized form
"whether oral, in a record, implied, or in any combination thereof" — Minn. Stat. § 322C.0102, subd. 17
Governing act
Minnesota Revised Uniform Limited Liability Company Act (Minn. Stat. ch. 322C; short title per § 322C.0101)

Without an agreement: Distributions before dissolution must be in equal shares among members (per capita) — Minn. Stat. § 322C.0404, subd. 1. Source: Minn. Stat. § 322C.0102, subd. 17 (definition); § 322C.0110 (scope/function) · verify ↗.

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Operating Agreement

of __________ · State of Minnesota

This Operating Agreement (the "Agreement") is made effective __________ by the member(s) of __________ (the "Company"), a limited liability company organized under the Minnesota Revised Uniform Limited Liability Company Act (Minn. Stat. ch. 322C; short title per § 322C.0101), with its principal office at __________ .

1. Formation & purpose. The Company was formed under Minnesota law by filing its formation document with the state. Its purpose is: __________ , and any other lawful activity under the Minnesota Revised Uniform Limited Liability Company Act (Minn. Stat. ch. 322C; short title per § 322C.0101).

2. Members & ownership. The membership interests are: __________ — ____%; __________ — ____%. For a single-member company, the sole member holds 100% and the second line is left blank.

3. Management. The Company is __________ . If manager-managed, the manager is __________ , who may bind the Company in the ordinary course of business; major decisions (admitting members, selling substantially all assets, dissolution, amending this Agreement) require the consent of members holding a majority of the membership interests.

4. Capital contributions. The members have contributed: __________ . No member is required to make additional contributions without their written consent.

5. Allocations & distributions. Profits and losses are allocated, and distributions made, in proportion to the ownership percentages in Section 2, at the times the members (or manager) determine, subject to the Minnesota Revised Uniform Limited Liability Company Act (Minn. Stat. ch. 322C; short title per § 322C.0101)'s limits on distributions.

6. Records, amendment & law. The Company keeps its records at the principal office; each member may inspect them. This Agreement may be amended only in writing signed by all members. It is governed byMinnesota law and is binding on the members, their successors, and assigns.

Member 1 signature / date
Member 2 signature / date

Generated with SealFormsReflects Minnesota law · verified 2026

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    Why your Minnesota LLC needs this — even single-member

    • It overrides the default rules. Without an agreement, the Minnesota Revised Uniform Limited Liability Company Act (Minn. Stat. ch. 322C; short title per § 322C.0101) decides how profits are split and who can act for the company — not you.
    • It protects limited liability. A written agreement is core evidence that the LLC is a real, separate entity.
    • Banks and lenders ask for it. Opening a business account or getting a loan routinely requires it.

    Minnesota law

    No — Minnesota does not require an operating agreement (as of 2026): RULLCA state — no requirement to adopt an operating agreement; § 322C.0110 supplies default rules when the agreement is silent or absent.. But without one, the default rules of the Minnesota Revised Uniform Limited Liability Company Act (Minn. Stat. ch. 322C; short title per § 322C.0101) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: Minn. Stat. § 322C.0102, subd. 17 (definition); § 322C.0110 (scope/function). Check the current Minnesota LLC rules before relying on any default.

    Frequently asked questions

    Is an operating agreement required in Minnesota?

    No — Minnesota does not require an operating agreement (as of 2026): RULLCA state — no requirement to adopt an operating agreement; § 322C.0110 supplies default rules when the agreement is silent or absent.. But without one, the default rules of the Minnesota Revised Uniform Limited Liability Company Act (Minn. Stat. ch. 322C; short title per § 322C.0101) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: Minn. Stat. § 322C.0102, subd. 17 (definition); § 322C.0110 (scope/function).

    Does a single-member LLC need an operating agreement?

    It is not usually legally required, but yes in practice: a written agreement helps prove the LLC is a separate entity (protecting limited liability), is routinely requested by banks and lenders, and controls what happens if you bring in a partner or pass the business on. For a single member, it is a short document — this template works for that case.

    Does the operating agreement get filed with the state?

    No. Unlike the formation certificate (articles of organization), the operating agreement is an internal document — you sign it, keep it with your records, and give each member a copy. Banks, lenders, and courts may ask to see it, but no Minnesota agency records it.

    Can the agreement be oral in Minnesota?

    Minnesota's statute recognizes: "whether oral, in a record, implied, or in any combination thereof" — Minn. Stat. § 322C.0102, subd. 17 (Minn. Stat. § 322C.0102, subd. 17 (definition); § 322C.0110 (scope/function)). Even where oral or implied agreements count, put yours in writing — proving an oral term in a dispute between members is exactly the fight the document exists to prevent.

    How does Minnesota compare? See which states actually require an operating agreement, every claim cited to the state LLC act.

    How Minnesota compares

    Computed from our 51-jurisdiction dataset (as of 2026). Source for Minnesota: Minn. Stat. § 322C.0102, subd. 17 (definition); § 322C.0110 (scope/function) ↗.

    • Minnesota is one of 47 of 51 jurisdictions that leave the operating agreement optional (statutory default rules apply without one) (4 require an LLC to have an operating agreement).

    LLC operating agreement in other states

    More Minnesota legal forms

    Different state? See LLC operating agreements by state →