The state of Minnesota does not require an LLC Operating Agreement, but it may still be recommended for many LLCs.
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.
Does a Multi-Member LLC need an Operating Agreement? It's best to have an Operating Agreement, especially for an LLC with multiple members (a Multi-Member LLC). This document will spell out ownership percentages, profit distribution, operating procedures / company operations, and management responsibilities.
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.
Setting up a Multi-Member LLC: Step-by-step Choose your LLC Name. Choose your LLC Registered Agent. File your LLC Articles of Organization. Create an LLC Operating Agreement. Get an EIN for an LLC. Register for Business Licenses and Permits. Register for and file LLC Taxes (like sales tax, business tax, etc.)
A domestic LLC with at least two members is classified as a partnership for federal income tax purposes unless it files Form 8832 and elects to be treated as a corporation.
In theory, the LLC is capable of acting outside the US. It must, however, fulfill the same conditions as the corporation in terms of an official U.S. location and an official U.S. contact person.
The 5 states requiring an operating agreement are California, Delaware, Maine, Missouri, and New York.
Can Non-U.S. Citizens Be Members of an LLC? Yes. Typically, there are no restrictions on who can own and form LLCs in the United States.