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.
Maintained by Rapi Stack · 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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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 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).
The rest of what Minnesota requires
The figures below are Minnesota's, not national averages — each one is the value we verified for this state, with the statute it comes from. Follow a row to the full Minnesota page for that document.
- Security deposit cap · as of 2026
- No statutory limit Minn. Stat. §504B.178 ↗
- Deposit return deadline · as of 2026
- 21 days after move-out Minn. Stat. §504B.178 ↗
- Notice to end a month-to-month tenancy · as of 2026
- 30 days Minn. Stat. §504B.178 ↗
- Notice for unpaid rent · as of 2026
- 14 days to pay or quit Minn. Stat. §§ 504B.321 subd. 1a, 504B.135 ↗
- Small claims limit · as of 2026
- $20,000 Minn. Stat. § 491A.01; Minn. Gen. R. Prac. 512 (representation) ↗
- Where you file · as of 2026
- Conciliation Court (a division of the District Court) · filing fee $65 statutory filing fee (Minn. Stat. § 357.022) plus county law-library and other surcharges — commonly ~$75-$95 total, varies by county. Minn. Stat. § 491A.01; Minn. Gen. R. Prac. 512 (representation) ↗
- Rental application fee · as of July 2026
- No statutory limit Minnesota Revisor ↗
- Bill of sale notarization · as of 2026
- Not required Minnesota DVS / DMV.ORG ↗
- Power of attorney signing · as of 2026
- Notarization required Minn. Stat. §523.23 ↗
- Recording a deed · as of 2026
- County Recorder (abstract land); Registrar of Titles for registered/Torrens land · no witnesses Minn. Stat. § 507.24 ↗
LLC operating agreement in other states
More Minnesota legal forms
Different state? See LLC operating agreements by state →