Minnesota LLC Operating Agreement

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

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Minnesota rules that this document follows

LLC statuteMinnesota Revised Uniform Limited Liability Company ActSource: Minn. Stat. ch. 322C
Operating agreement required?Not required by statute, but strongly recommended (may be oral; written is far safer)Source: Minn. Stat. §§ 322C.0102 subd. 17, 322C.0110 (oral, implied, in a record, or any combination)
Formation fee$155.00
Annual report$0.00 — Annual renewal due Dec. 31 (no fee if timely)Source: Minn. Stat. § 322C.0208
State LLC / franchise taxMinimum fee on partnerships/LLCs with Minnesota property, payroll and sales ≥ $1.16 million (Minn. Stat. § 290.0922)
Charging order exclusive remedy (SMLLC)unclearSource: Minn. Stat. §§ 322C.0407 (majority of members), 322C.0404 (equal shares), 322C.0503 (charging order exclusive; foreclosure permitted)

Rules current as of 2026-09-07. Statutes change; verify before relying on them.

How to use this LLC Operating Agreement in Minnesota

Sign the agreement as soon as the LLC is formed and before opening the bank account. Fill Schedule A with actual contributions — the percentages drive profits, votes and buy-outs. Multi-member LLCs should agree on the buy-out formula now, while everyone is friendly.

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

Frequently asked questions

Is an operating agreement required in Minnesota?

Not by statute (Minn. Stat. §§ 322C.0102 subd. 17, 322C.0110 (oral, implied, in a record, or any combination)). 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 Minnesota?

Annual/periodic report: $0.00 (Annual renewal due Dec. 31 (no fee if timely); Minn. Stat. § 322C.0208). Minimum fee on partnerships/LLCs with Minnesota property, payroll and sales ≥ $1.16 million (Minn. Stat. § 290.0922).

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.

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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.