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Missouri, United States

Missouri LLC Operating Agreement

Set out who owns your Missouri 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 Missouri 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.

Missouri LLC act rules · as of 2026

Required by law?
Yes — required
Recognized form
"any valid agreement or agreements, written or oral, among all members, or written declaration by the sole member" — Mo. Rev. Stat. § 347.015(13)
Governing act
Missouri Limited Liability Company Act (Mo. Rev. Stat. §§ 347.010–347.187)

Without an agreement: Absent contrary agreement, distributions are shared first in proportion to the value of members' contributions until contributions are returned, then equally — Mo. Rev. Stat. § 347.101(2). Source: Mo. Rev. Stat. § 347.081.1 (shall adopt); § 347.015(13) (definition) · verify ↗.

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Operating Agreement

of __________ · State of Missouri

This Operating Agreement (the "Agreement") is made effective __________ by the member(s) of __________ (the "Company"), a limited liability company organized under the Missouri Limited Liability Company Act (Mo. Rev. Stat. §§ 347.010–347.187), with its principal office at __________ .

1. Formation & purpose. The Company was formed under Missouri law by filing its formation document with the state. Its purpose is: __________ , and any other lawful activity under the Missouri Limited Liability Company Act (Mo. Rev. Stat. §§ 347.010–347.187).

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 Missouri Limited Liability Company Act (Mo. Rev. Stat. §§ 347.010–347.187)'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 byMissouri law and is binding on the members, their successors, and assigns.

Member 1 signature / date
Member 2 signature / date

Generated with SealFormsReflects Missouri law · verified 2026

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    Why your Missouri LLC needs this — even single-member

    • It overrides the default rules. Without an agreement, the Missouri Limited Liability Company Act (Mo. Rev. Stat. §§ 347.010–347.187) 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.

    Missouri law

    Yes — Missouri is one of the few states that require an operating agreement by law: Mo. Rev. Stat. § 347.081.1: "The member or members of a limited liability company shall adopt an operating agreement..." — an affirmative statutory duty. Because § 347.015(13) defines the operating agreement as "any valid agreement or agreements, written or oral, among all members, or written declaration by the sole member," an oral agreement satisfies it for multi-member LLCs; a single-member LLC needs a written declaration. Nothing is filed with the state and the statute specifies no penalty for noncompliance. (as of 2026). Source: Mo. Rev. Stat. § 347.081.1 (shall adopt); § 347.015(13) (definition). Check the current Missouri LLC rules before relying on any default.

    Frequently asked questions

    Is an operating agreement required in Missouri?

    Yes — Missouri is one of the few states that require an operating agreement by law: Mo. Rev. Stat. § 347.081.1: "The member or members of a limited liability company shall adopt an operating agreement..." — an affirmative statutory duty. Because § 347.015(13) defines the operating agreement as "any valid agreement or agreements, written or oral, among all members, or written declaration by the sole member," an oral agreement satisfies it for multi-member LLCs; a single-member LLC needs a written declaration. Nothing is filed with the state and the statute specifies no penalty for noncompliance. (as of 2026). Source: Mo. Rev. Stat. § 347.081.1 (shall adopt); § 347.015(13) (definition).

    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 Missouri agency records it.

    Can the agreement be oral in Missouri?

    Missouri's statute recognizes: "any valid agreement or agreements, written or oral, among all members, or written declaration by the sole member" — Mo. Rev. Stat. § 347.015(13) (Mo. Rev. Stat. § 347.081.1 (shall adopt); § 347.015(13) (definition)). 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 Missouri compare? See which states actually require an operating agreement, every claim cited to the state LLC act.

    How Missouri compares

    Computed from our 51-jurisdiction dataset (as of 2026). Source for Missouri: Mo. Rev. Stat. § 347.081.1 (shall adopt); § 347.015(13) (definition) ↗.

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

    LLC operating agreement in other states

    More Missouri legal forms

    Different state? See LLC operating agreements by state →