Operating Agreement LLC Missouri

The Missouri LLC Operating Agreement is an internal contract among the Members that explains how the company is structured and managed. It outlines ownership, decision making, and operational rules.

Mandatory Legal Requirement

Missouri law requires every LLC to adopt an Operating Agreement. State statute states that the Members of a limited liability company shall adopt an agreement with any provisions they consider appropriate. The agreement may address the conduct of the business and the rights and duties of Members, Managers, agents, or employees, as long as these terms do not conflict with Missouri law.

If an LLC does not draft its own agreement, or if certain topics are not covered, the company is governed by the default rules in the Revised Statutes of Missouri, Title XXIII, Chapter 347.

Purpose of the Operating Agreement

A Missouri Operating Agreement serves several important functions.

• Reinforcing limited liability: It shows that the LLC is separate from its Members, which supports liability protection. This is especially valuable for single member LLCs. • Preventing disputes: It records roles, responsibilities, and procedures to reduce confusion during internal disagreements. • Defining ownership and structure: It documents ownership percentages, management structure, transfers of interest, and distribution rules. • Facilitating business operations: Banks, lenders, and title companies often request the agreement when opening accounts, reviewing loans, or transferring property.

Key Information to Include

The agreement identifies all Members, their capital contributions, and their ownership percentages. Recommended topics include the sections below.

Basic Company and Structure Details

• LLC name and effective date • Business purpose and duration • Registered Agent and registered office, as required by Section 347.030 • Federal tax classification, such as sole proprietorship, partnership, S corporation, or C corporation • Note: Missouri does not permit an LLC to elect Qualified Joint Venture status

Financial and Operational Details

• Ownership: Names of Members and ownership percentages • Initial Capital Contributions: Cash, property, or services contributed by each Member. Missouri law does not grant interest on contributions. • Allocations and Distributions: Rules for allocating income and losses and distributing cash or property. Distributions are prohibited if the company would be unable to pay its debts. • Management Structure: Whether the LLC is member managed or manager managed • Voting Rights: Unless the agreement states otherwise, actions require approval from Members holding at least a majority Voting Interest

Signing and Record Keeping

Execution

The Operating Agreement becomes legally binding once all Members sign it. Missouri does not require notarization or witnesses.

Storage

The Operating Agreement is not filed with the Missouri Secretary of State. The document must be kept with the company’s records at the principal office. Members should retain their own copies. Courts or government agencies may request the agreement during audits or legal proceedings.