Why do you need an operating agreement? To protect the business' limited liability status: Operating agreements give members protection from personal liability to the LLC. Without this specific formality, your LLC can closely resemble a sole proprietorship or partnership, jeopardizing your personal liability.
The state of Minnesota does not require an LLC Operating Agreement, but it may still be recommended for many LLCs.
How to create an LLC operating agreement in 9 steps Decide between a template or an attorney. Include your business information. List your LLC's members. Choose a management structure. Outline ownership transfers and dissolution. Determine tax structure. Gather LLC members to sign the agreement. Distribute copies.
And while most states do not require LLCs to have a written operating agreement, having the agreement in writing can reduce uncertainties and is generally recommended.
If you're forming—or have formed—an LLC in California, New York, Missouri, Maine, or Delaware, state laws require you to create an LLC Operating Agreement. But no matter what state you're in, it's always a good idea to create a formal agreement between LLC members.
There are two basic management structures for an LLC: a “Member-Managed LLC” vs. a “Manager-Managed LLC.” Choosing the right one for your business will depend on such factors as the type of business it is, the number of owners, and who you want to make decisions for the business.
Member-managed LLCs suit smaller or family-run businesses, allowing members to actively participate in management decisions. Manager-managed LLCs are ideal for larger businesses where not all members wish to be involved in daily operations, or where professional management is desired.
Typically, you would elect member-management or manager-management when you file your LLC's articles of organization with the state. Management authority is delineated in more detail in the LLC operating agreement.
Choose a Name for Your LLC. Appoint a Registered Agent. File Your Articles of Organization. Decide Whether Your LLC Will Be Member-Managed or Manager-Managed. Create an LLC Operating Agreement. Comply With Tax and Regulatory Requirements. File Your Annual Reports. Register to Do Business in Other States.