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Michigan LLC Operating Agreement (2026)

Single-member or multi-member operating agreement under your state's LLC act: ownership, management, capital, distributions, transfers and dissolution.

Updated September 2026≈ 9 minReviewed against MCL § 450.4101 et seq. · MCL § 450.4102 · MCL § 450.4207
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Sample first page of the LLC Operating Agreement: title block and opening sections with blanks to fillView larger
What you'll get

Sample first page of the LLC Operating Agreement. Your answers fill in the blanks; the clauses required in Michigan are added automatically.

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Sample first page of the LLC Operating Agreement: title block and opening sections with blanks to fill

Sample first page of the LLC Operating Agreement. Your answers fill in the blanks; the clauses required in Michigan are added automatically.

This preview updates as you type. Blank fields show as ____ .

What this document covers

  • Formation, name, purpose and registered agent
  • Tax classification (default, S corp, C corp)
  • Members, contributions and percentage interests
  • Capital accounts and additional contributions
  • Allocations, distributions and tax distributions
  • Member- or manager-managed; voting and major decisions
  • Duties, other activities and deadlock (50/50)
  • Liability and indemnification
  • Transfers, right of first refusal and buy-out events
  • Withdrawal, dissolution, Schedule A and spousal consent

Michigan rules that this document follows

LLC statuteMichigan Limited Liability Company ActSource: MCL § 450.4101 et seq.
Formation document / filing officeArticles of Organization — Michigan Department of Licensing and Regulatory Affairs
Operating agreement required?Not required by statute, but strongly recommendedSource: MCL § 450.4102(2)(r) (operating agreement means a written agreement)
Formation fee$50.00
Annual report$25.00 — Annual statement due Feb. 15Source: MCL § 450.4207
Duty-of-loyalty waiverMay be limited only if not manifestly unreasonable; competing activities require disclosureSource: MCL §§ 450.4502 (voting per share of distributions), 450.4303 (distributions per contributions), 450.4507 (charging order exclusive remedy)
Charging order exclusive remedy (SMLLC)unclearSource: MCL §§ 450.4502 (voting per share of distributions), 450.4303 (distributions per contributions), 450.4507 (charging order exclusive remedy)

Rules current as of 2026-10-27. Statutes change; verify before relying on them.

How to use this LLC Operating Agreement in Michigan

Sign the agreement as soon as the LLC is formed and before opening the bank account. Fill Schedule A with actual contributions and percentages — they drive profits, votes and buy-outs. Multi-member LLCs should agree on the buy-out formula now, while everyone is friendly; two 50/50 members get an automatic deadlock clause.

If you elect S-corporation status, keep every distribution strictly pro rata — a single disproportionate distribution can terminate the election.

Review annually and whenever a member joins, leaves, marries, or the tax election changes. Keep it with the Articles of Organization, EIN letter and annual report receipts.

Frequently asked questions

Is an operating agreement required in Michigan?

Not by statute (MCL § 450.4102(2)(r) (operating agreement means a written agreement)). Banks, investors and courts expect a written agreement, and a single-member LLC without one is easier to pierce.

What are the ongoing state fees for an LLC in Michigan?

Annual/periodic report: $25.00 (Annual statement due Feb. 15; MCL § 450.4207).

Does the operating agreement get filed with the state?

No. It is an internal document. Keep the signed original with the Company records; banks and the IRS may ask for a copy.

Why does it ask whether a member is married?

Michigan is not a community-property state, so the question only drives the optional spousal-consent language; it is still wise to have spouses acknowledge the buy-out terms.

Other names

  • single member LLC operating agreement
  • multi-member operating agreement
  • LLC agreement
  • company agreement
  • LLC bylaws
  • limited liability company agreement
  • operating agreement template
  • member-managed LLC agreement

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Other states

FormsByState provides self-help document templates and general information, not legal advice. We are not a law firm. For advice about your situation consult a licensed attorney in your state.