North Dakota LLC Operating Agreement
Set out who owns your North Dakota 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 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.
North Dakota 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" — N.D. Cent. Code § 10-32.1-02(36): "the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof" of all the members.
- Governing act
- North Dakota Uniform Limited Liability Company Act (N.D. Cent. Code ch. 10-32.1)
Without an agreement: For LLCs created after July 31, 2017, default pre-dissolution distributions "must be in proportion to the value of the contributions of the members" (North Dakota amended away RULLCA's equal-shares default; LLCs created before that date keep equal shares) — N.D. Cent. Code § 10-32.1-30. Source: N.D. Cent. Code § 10-32.1-02(36) (definition); § 10-32.1-01 (citation) · verify ↗.
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Operating Agreement
of __________ · State of North Dakota
This Operating Agreement (the "Agreement") is made effective __________ by the member(s) of __________ (the "Company"), a limited liability company organized under the North Dakota Uniform Limited Liability Company Act (N.D. Cent. Code ch. 10-32.1), with its principal office at __________ .
1. Formation & purpose. The Company was formed under North Dakota law by filing its formation document with the state. Its purpose is: __________ , and any other lawful activity under the North Dakota Uniform Limited Liability Company Act (N.D. Cent. Code ch. 10-32.1).
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 North Dakota Uniform Limited Liability Company Act (N.D. Cent. Code ch. 10-32.1)'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 byNorth Dakota law and is binding on the members, their successors, and assigns.
Generated with SealFormsReflects North Dakota law · verified 2026
Why your North Dakota LLC needs this — even single-member
- It overrides the default rules. Without an agreement, the North Dakota Uniform Limited Liability Company Act (N.D. Cent. Code ch. 10-32.1) 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.
North Dakota law
No — North Dakota does not require an operating agreement (as of 2026): Not required. RULLCA-based act (cited per § 10-32.1-01 as the "North Dakota Uniform Limited Liability Company Act"): the operating agreement is defined permissively and the chapter's default rules govern any matter it does not cover.. But without one, the default rules of the North Dakota Uniform Limited Liability Company Act (N.D. Cent. Code ch. 10-32.1) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: N.D. Cent. Code § 10-32.1-02(36) (definition); § 10-32.1-01 (citation). Check the current North Dakota LLC rules before relying on any default.
Frequently asked questions
Is an operating agreement required in North Dakota?
No — North Dakota does not require an operating agreement (as of 2026): Not required. RULLCA-based act (cited per § 10-32.1-01 as the "North Dakota Uniform Limited Liability Company Act"): the operating agreement is defined permissively and the chapter's default rules govern any matter it does not cover.. But without one, the default rules of the North Dakota Uniform Limited Liability Company Act (N.D. Cent. Code ch. 10-32.1) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: N.D. Cent. Code § 10-32.1-02(36) (definition); § 10-32.1-01 (citation).
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 North Dakota agency records it.
Can the agreement be oral in North Dakota?
North Dakota's statute recognizes: "whether oral, in a record, implied, or in any combination thereof" — N.D. Cent. Code § 10-32.1-02(36): "the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof" of all the members. (N.D. Cent. Code § 10-32.1-02(36) (definition); § 10-32.1-01 (citation)). 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 North Dakota compare? See which states actually require an operating agreement, every claim cited to the state LLC act.
How North Dakota compares
Computed from our 51-jurisdiction dataset (as of 2026). Source for North Dakota: N.D. Cent. Code § 10-32.1-02(36) (definition); § 10-32.1-01 (citation) ↗.
- North Dakota 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 North Dakota legal forms
Different state? See LLC operating agreements by state →