Minnesota 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 Minn. Stat. ch. 322C · Minn. Stat. §§ 322C.0102 subd. 17, 322C.0110 · Minn. Stat. § 322C.0208

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What you'll get

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

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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

Minnesota rules that this document follows

LLC statute	Minnesota Revised Uniform Limited Liability Company ActSource: Minn. Stat. ch. 322C
Formation document / filing office	Articles of Organization — Minnesota Secretary of State
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 tax	Minimum fee on partnerships/LLCs with Minnesota property, payroll and sales ≥ $1.16 million (Minn. Stat. § 290.0922)
Duty-of-loyalty waiver	May be limited only if not manifestly unreasonable; competing activities require disclosureSource: Minn. Stat. §§ 322C.0407 (majority of members), 322C.0404 (equal shares), 322C.0503 (charging order exclusive; foreclosure permitted)
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 2026-10-27. 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 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 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.

Why does it ask whether a member is married?

Minnesota 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

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.