As far as business entities go, an LLC is one of the easiest and most secure options for companies of all sizes. As you form your LLC in Minnesota, you’ll have to create various documents, such as the Articles of Incorporation, which are required by most states. However, another equally vital document is the LLC operating agreement.
Although Minnesota does not require LLCs to have an operating agreement to do business in the state, it’s still a great idea to have one, especially if you’re forming a business with other investors and/or founders. This agreement serves as a guideline for everything related to the company, such as authorizations, profit percentages, buy-in levels, and what to do if a founding member leaves.
So, with that in mind, here’s everything you need to know about creating a Minnesota LLC operating agreement.
When forming an corporation, you need to establish a company hierarchy, such as the CEO, CFO, President, and more. LLCs, however, are much more relaxed, meaning you can determine the structure of your business based on your specific needs and circumstances. That’s where an operating agreement comes in.
This document outlines all of the back-end details you and the other founding members need to know about your company’s structure and operating plans. These details can include ownership, profit and loss distribution, voting authority, management hierarchy, and more.
There are two primary reasons to create an operating agreement. First, it ensures that all founding members are on the same page (literally) regarding how the business will run, both for daily operations and administrative duties. Second, the agreement serves as a legally binding document that can protect everyone involved from liabilities and debts that may arise from the business.
Running a successful business is challenging and complex, involving numerous moving parts. Without an operating agreement in place, you’ll have to figure out what to do whenever you approach a key decision or roadblock. For example, who makes final decisions for business purchases? Do all founding members have a say, or does one person have sole authority? Similarly, how are profits divided among founding members? Did everyone invest the same amount, or will those who invested more get a larger profit share?
Having an operating agreement ensures everyone knows what to do when these (and other) problems arise. If you don’t have an agreement in place, that can lead to infighting, lawsuits, and other issues that could derail or destroy your business. Also, without an official agreement, your company must comply with Minnesota’s standard business rules and regulations.
Part of the appeal of forming an LLC is that you get to decide how to shape and run your business. Without an operating agreement, though, you’re essentially abdicating that flexibility.
Not all businesses will include the same details in their operating agreements, but here are some core components that should be outlined within the document.
As a rule, it’s always better to add more details, even to minor elements that may seem intuitive. Because the operating agreement is legally binding once all members have signed it, you must make sure it’s as comprehensive as possible. Also, consider how the business will grow and change over time, such as opening new locations, moving into new states, franchising stores to independent owners, and so on.
Before you can finalize your operating agreement, you must meet with other founding members to discuss the various details that will be included in the document. First, gather information about the business itself, such as its primary address, contact information for all founding members, registered agent details, mailing address, and more.
Next, discuss how you and the other members will handle specific procedures, such as voting and management. During these discussions, write down every detail and repeat it back. Make any adjustments based on feedback as needed.
Once you have discussed all the details of the agreement, it’s often best to work with a third-party consultant. Consultants can help you refine any legal terms or definitions to ensure that your agreement is as airtight as possible. Try to remove any instances of ambiguity to ensure there are no assumptions or gray areas within the document.
Although Minnesota doesn’t require LLCs to have an operating agreement, the law does stipulate what can and can’t be included within the document. It is imperative to review the statutes governing operating agreements to avoid any potential legal hassles down the road. This is another reason why it’s best to consult with a Minnesota-based legal professional before finalizing and signing your agreement.
You can also use templates from Minnesota-based LLC formation services. These templates help keep you on track when discussing the details of the agreement, and they can address any specific details covered by Minnesota law.
Creating a comprehensive operating agreement for your Minnesota LLC can be a time-consuming process, but it is an essential part of forming your business. The more work you put into this document now, the easier it will be to address any issues or concerns later on. Working with LLC formation services can help expedite this process and ensure that your business starts on the strongest foundation possible.
No, Minnesota does not require LLCs to have an operating agreement to do business.
Yes, you can write your own operating agreement. As long as all founding members sign the document and it is notarized, it should be legally binding. However, it’s often better to use a template or work with a legal professional to ensure you don’t overlook any details or have any confusing or ambiguous language within the document.
If you don’t have an operating agreement for your LLC, it will be much harder to run your business. In some cases, you may have to use lawyers to settle disputes or disagreements, leading to expensive delays and setbacks for your company.
As a single-member LLC, you don’t necessarily need an operating agreement. However, it can still be a good idea to have one, especially to prove that you own the business and are in charge of it.
As with any other legal document related to your business, you should store the operating agreement in a secure, fireproof location. It’s also a good idea to scan the document onto an encrypted server so there’s always a digital backup if necessary.
This portion of our website is for informational or educational purposes only. Tailor Brands is not a law firm, and the information on this website does not constitute legal advice. All statements, opinions, recommendations, and conclusions are solely the expression of the author and provided on an as-is basis. Accordingly, Tailor Brands is not responsible for the information and/or its accuracy or completeness. It also does not indicate any affiliation between Tailor Brands and any other brands, services or logos on this page.
Products
Resources
©2025 Copyright Tailor Brands
