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Missouri LLC Operating Agreement Template
Written by: Natalie Fell
Natalie is a business writer with experience in operations, HR, and training & development within the software, healthcare, and financial services sectors.
Edited by: David Lepeska
David has been writing and learning about business, finance and globalization for a quarter-century, starting with a small New York consulting firm in the 1990s.
Published on July 15, 2022
Updated on May 7, 2023
In Missouri, your limited liability company (LLC) is required to have an operating agreement in place. An effective operating agreement can help avoid disputes and lawsuits that could threaten the stability of your LLC.
What is an LLC Operating Agreement?
A Missouri LLC operating agreement is an important legal document that details who owns the business and provides essential information pertaining to member duties. An LLC operating agreement establishes the financial relationship between members and the basics of the working relationships between those members and the managers who oversee daily operations.
The operating agreement is not filed with the state, but instead remains private. It’s advisable to hire an attorney to ensure your operating agreement is thorough and legally binding.
We’ve provided two operating agreement templates for your use. One is for a single-member LLC if you are the sole member, and the other is for a multi-member LLC if your LLC has two or more members. The documents are customizable and should be adjusted for Missouri state and your business. These documents are for your internal use and are not filed with any governing body.
Download FREE Operating Agreement Templates
Disclaimer: These documents may need to be adjusted based on your circumstances and may not cover all situations. Your document also may need to be adjusted over time as your business evolves. These documents should not be considered legal advice. You should have your version of the document reviewed by your attorney to make sure that all necessary provisions are included to fit your business situation.
What Should Your Missouri LLC’s Operating Agreement Include?
Having a well-drafted operating agreement can help prevent disputes and ensure the smooth functioning of the LLC. The following elements should be included in a Missouri LLC’s operating agreement:
- Basic Information:
- LLC name
- Principal office address
- Purpose of the business
- Effective date of the agreement
- Ownership and Membership:
- Names and addresses of all members
- Ownership percentages for each member
- Initial capital contributions by each member
- Procedure for making additional capital contributions
- Allocation of profits and losses
- Management Structure:
- Member-managed or manager-managed structure
- Roles and responsibilities of members or managers
- Decision-making process and voting rights
- Procedures for adding or removing members or managers
- If the LLC has a board of directors, the operating agreement will also include the role and responsibilities of the board members and how they are compensated.
- Frequency and location of meetings
- Notice requirements for meetings
- Quorum requirements
- Voting procedures
- How and when profits and losses will be distributed to members
- Any restrictions or conditions on distributions
- Buyout and Transfer Provisions:
- Procedures for members to transfer their interests
- Rights of first refusal
- Buyout terms in case of death, disability, or bankruptcy of a member
- Dissolution and Winding Up:
- Conditions that trigger dissolution
- Process for winding up the LLC’s affairs
- Distribution of assets upon dissolution
- Dispute Resolution:
- Method of resolving disputes (e.g., mediation, arbitration, or litigation)
- Governing law for the agreement
- Record Keeping and Financial Matters:
- Maintenance of books and records
- Fiscal year and accounting method
- Requirements for financial statements and tax returns
- Process for amending the operating agreement
- Vote requirements for amendments
- Miscellaneous Provisions:
- Severability clause
- Entire agreement clause
- No waiver clause
An LLC operating agreement provides legal and financial recourse for a number of situations. If conflicts arise between LLC owners pertaining to any of the above issues, the operating agreement will provide clarity. The specific language of the operating agreement lays out exactly how such conflicts will be resolved, how the business is structured, the dynamics of operations, and more.
Though Missouri has default rules on the books that address some of the issues that might arise between LLC members, your LLC operating agreement would override these default laws and give you greater control.
While this list provides an overview of the essential elements to include in a Missouri LLC’s operating agreement, it is essential to tailor the agreement to the specific needs and circumstances of your business. Consulting with an attorney or a legal professional is recommended to ensure that your operating agreement complies with Missouri law and adequately addresses the unique aspects of your business.
How Much Does an Operating Agreement Cost?
Creating an operating agreement is free if you just draw it up yourself. Alternatively, you can pay for guidance from an online business advisory like ZenBusiness.
This is an extremely important document, so it’s recommended that you hire a professional service or law firm. If you choose to use an attorney to help you create this document, the price will be around $500 for a single-member LLC and $2,500 for a multi-member LLC.
Who Needs my LLC Operating Agreement?
One of the key reasons to have an operating agreement in place is that it makes your LLC more appealing to financial backers. Banks are likely to request to see your operating agreement when you apply for a loan. If you seek funding from investors, they will also want to see your operating agreement.
An operating agreement is legally required in Missouri, and is a crucial document for LLC operations, ensuring your company is able to access adequate financing and settle any disputes. Keep in mind, you do not need to file your operating agreement with any state body. You simply need to take certain steps to ensure it’s legally binding and keep it in your records.
Missouri LLC Operating Agreement Template
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