Missouri LLC Operating Agreement Template [PDF]

The Missouri limited liability company (LLC) operating agreement is a legal document that defines how the company will be operated on a daily basis and regulates the rights and duties of each member within the company.

The LLC operating agreement, or business operating agreement, can be drafted according to the member's specific needs as long as the provisions provided in the document are not contrary to federal and state laws and regulations.

Is an Operating Agreement Required in Missouri?

Yes, the operating agreement is a required document in Missouri. Without creating the operating agreement, you won’t legally be able to form an LLC in Missouri.

4 Main Types of Operating Agreements

In Missouri, you have four main types of operating agreements you can choose to draft for your LLC:

Types of Operating Agreements

Single-member LLC operating agreement: Used when there is only one member forming the LLC. The document then provides how the company will be organized, and the members can use it to differentiate the company as an entity from themselves individually.
Multi-member LLC operating agreement: This type of operating agreement is used when there are multiple members in the company. The document then regulates the organization of the company and the relationships between the members.
Member-managed LLC operating agreement: Used by the members that want to personally manage the company. It defines how the company will operate and outlines the managerial duties of each member of the company.
Manager-managed LLC operating agreement: Here, the members who want to delegate their decision-making powers to professional managers use the operating agreement to outline the rights and duties of the managers.

Laws and Legal Requirements for LLC Operating Agreements in Missouri

Title 23, Chapter 347 of the Revised Statutes of Missouri regulates the status of LLCs in Missouri.

Additionally, Section 347.081 regulates the status of the operating agreement in Missouri, including its contents, policy statement, enforceability, and remedies.

Section 347.015(13) provides a definition of the operating agreement as follows:

“‘Operating agreement’ - any valid agreement or agreements, written or oral, among all members, or written declaration by the sole member concerning the conduct of the business and affairs of the limited liability company and the relative rights, duties, and obligations of the members and managers, if any.”

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

To form a limited liability company in Missouri, you should follow the steps below:

How to Form a LLC in Missouri

#1. Choose a Business Name For Your LLC

Before you file your application to register an LLC in Missouri, you should choose a business name. It must be distinguishable from other business names already registered in Missouri. Otherwise, your application might be rejected.

To check if your business name is distinguishable, you should do a business entity search in the Secretary of State database.

#2. Choose the Type of LLC

Here, you have two options:

Domestic LLC: It is an LLC that is established and registered in Missouri.
Foreign LLC: An LLC that is initially registered outside of Missouri but is registered in Missouri.

#3. Nominate an Agent

All the LLCs in Missouri should have an appointed agent who will receive official notifications and documents on behalf of the LLC. It can be an individual with a registered address in Missouri or a company with the authority to operate in Missouri. You can appoint the agent internally or hire a company that provides these kinds of services.

#4. File the Certificate of Formation

For a domestic LLC, you should file an Article of Organization. You can file this document online after creating an account or by filing the Form LLC-1 via mail.

For foreign LLCs, you should file an Application for Registration. This can also be done online or by filling out Form LP-42 via mail.

#5. Pay the Required Fee

If you apply online, the application fee is $50. If you apply via mail or in person, the application fee is $105.

#6. Create your LLC Operating Agreement

After registering your LLC, you are required to draft the LLC operating agreement. You can choose the type of operating agreement to draft based on how many members have registered the company and on the company’s management type.

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

To open a company bank account and complete certain transactions in Missouri, you must obtain the EIN. This number can be obtained online or by filling out the SS-4 form.