Minnesota LLC Operating Agreement Template [PDF]

The Minnesota limited liability company (LLC) operating agreement is a legal document that regulates how the company will operate and the relationship between the company members.

The LLC operating agreement, or business operating agreement, provides details on each member's initial contribution to the company and determines their interest in the company's profits according to that contribution.

As for the operation of the company, the members are free to set their operation according to their needs as long as they are not in conflict with federal and state laws.

Is an Operating Agreement Required in Minnesota?

No, the operating agreement is not a required document in Minnesota. This document is mostly used internally by the parties that want to optimize their business and prevent potential misunderstandings between the members of the company.

4 Main Types of Operating Agreements

In Minnesota, there are four main types of operating agreements used for LLCs:

Types of Operating Agreements

Single-member LLC operating agreement: Used for LLCs with one member. It determines how the company will operate without regulating the relationships between the members of the company.
Multi-member LLC operating agreement: Here, two or more members that establish an LLC use the operating agreement to provide rules on how the company will operate and determine each member’s rights and duties within the company.
Member-managed LLC operating agreement: This type of operating agreement is used by LLC members who want to actively participate in the decision-making process. It defines the scope of authority for each member of the LLC.
Manager-managed LLC operating agreement: Here, the members want to delegate their decision-making powers to the professional manager, and the operating agreement is used for determining the rights and duties that the manager will have.

Laws and Legal Requirements for LLC Operating Agreements in Minnesota

The status of LLCs in Minnesota is regulated by Chapter 322C of the Minnesota Statutes, called the Minnesota Revised Uniform Limited Liability Company Act.

Moreover, this act includes several sections that regulate the status of operating agreements:

Laws and Legal Requirements

§ 322C.0110: Operating agreement - scope, function, and limitations.
§ 322C.0111: Operating agreement - effect on limited liability company and persons becoming members; preformation agreement.
§ 322C.0112: Operating agreement - effect on third parties and relationship to records effective on behalf of limited liability company.

How to Form a Limited Liability Company (LLC) in Minnesota

The easiest way to form a limited liability company in Minnesota is by following the steps below:

How to Form a LLC in Minnesota

#1. Choose a Business Name For Your LLC

When choosing a business name, you must make sure it is distinguishable. This means that your business name must be different from other business names registered in Minnesota.

To check if your business name is distinguishable, you can go to the Secretary of State’s Records and check the business name you are considering.

#2. Choose the Type of LLC

Here, you can choose between a domestic and foreign LLC:

A domestic LLC is a company that is established in Minnesota.
A foreign LLC is a company that is established elsewhere but is expanding its business to Minnesota and getting registered there.

#3. Nominate an Agent

You must name a person who is going to receive the notifications and documents on behalf of the LLC and be its official point of contact with the governmental agencies. It can be an individual with a registered address in Minnesota or an entity with the authority to operate in Minnesota.

#4. Pay the Required Fee

The registration fee depends on the type of LLC you are registering and the method of registration:

For domestic LLCs, the application fee is $155 if you are applying online and $135 if you are sending your application via mail.
For foreign LLCs, the application fee is $205 if you are applying online and $185 if you are sending your application via mail.

#5. File the Registration Documents

If you are registering a domestic LLC, you should submit the Articles of Organization. You can complete this step online or by filing your application in hard copy.

If you are registering a foreign LLC, you should submit the Certificate of Authority. This step can also be completed online or by sending the required documents via mail.

#6. Create your LLC Operating Agreement

Although optional, this step will enable you to optimize the operation of your business, formalize the status of each member of the LLC, and prevent any potential misunderstandings between the members.

#7. Apply For an Employer Identification Number (EIN)

To obtain the EIN, you should go to the IRS website or fill out the SS-4 form. This number will enable you to open a bank account and complete certain transactions.