Missouri LLC Operating Agreement: What to Include

What is an LLC Operating Agreement?

An operating agreement gives your business structure and official procedures. It designates ownership, establishes operations, defines member responsibilities, and provides legal protection. Essentially, it lays out everything someone might need to know about your LLC. And it’s an internal document, so there’s no filing or fees involved.

Whether you’re starting a multi-member or single-member LLC, we strongly recommend completing an operating agreement. It’ll benefit and protect you for as long as you’re in business.

Am I Required to Have an Operating Agreement in Missouri?

Yes. Missouri is one of the few states that requires all of its LLCs to adopt an operating agreement. You don’t need to file it with the Secretary of State, but you must draft one, get it ratified by all LLC members, and keep it among your other business files.

It might seem like just one more step in the process, but the operating agreement helps your business run smoothly and protects your personal and financial assets, so it’s pretty important!

Benefits of Creating an Operating Agreement

You want what’s best for your business. Months or years in the future, you want it to be a profitable and thriving endeavor. Having an operating agreement in place will set up your LLC for sustained success.

It requires some legwork, but it’s well worth it. Just look at some of the benefits:

• Officially designates how the ownership is split up (the percentage each member/manager owns), so there are no disputes.
• Standardizes office and company operations to improve efficiency
• Outlines the procedures for member additions and resignations, registered agent changes, dissolutions, and more, so there is no confusion.
• Avoids Missouri’s “default rules,” which define baseline procedures for any LLC without an operating agreement and aren’t necessarily the best for your business.
• Grants you greater respect from Missouri courts.

Free Missouri LLC Operating Agreement

Starting at a blank page can be intimidating, especially when you’re supposed to fill that page with sensitive and important legal content. So, your first move after sitting down to draft an operating agreement will probably be to seek out resources. The Secretary of State website has plenty of helpful information, it doesn’t have an official form or instructions for the operating agreement.

So, you’ll need to create your own, but don’t be intimidated! You don’t need to be an attorney or expert writer to draft an effective agreement. Plus, you can find plenty of free templates online to help you with the structure and legal terminology. While most of these templates are good options, a great starting point is one that you can get free through an affordable LLC service like ZenBusiness or Northwest Registered Agent.

Whether you’re using a template or starting from scratch, here’s a quick and easy guide for what to include:

Owner or Member Information: Names and mailing addresses.

Company Information: Your LLC’s name, registered office, and principal office.

Registered Agent Information: The name of your registered agent, their address, and contact information.

LLC Formation: The date you filed or will file your Articles of Organization with the Secretary of State.

Business Purpose: The type(s) of business your LLC will be doing in Missouri.

Term: How long your LLC in Missouri will be valid, typically until you file for termination.

Capital Contributions: The amount of money each member has invested in the LLC.

Profits, Losses, and Distributions: How income and debts are allocated among members and methods for distributing funds.

Ownership Percentage: How much of the company each member owns.

Management and Roles: The managerial structure and decision-making processes, naming who is in charge or certain operations.

Compensation: How members/managers are compensated and reimbursed.

Bookkeeping: Accounting procedures and member account policies.

Tax Treatment: Whether your LLC will be taxed as a Sole Proprietorship, Partnership, S-Corporation, or C-Corporation.

Member Additions: The procedure for bringing on new members – how they will be admitted, if they’re entitled to income, any expenses they will owe, their roles, etc.

Member Withdrawal: Procedures for the resignation, expulsion, retirement, or death of an existing member.

Amendment Procedures: How your LLC will approve changes to the operating agreement. Usually, it’s through a majority vote by the members.

Dissolution: What happens when you terminate your LLC. How your members will split up the remaining assets or debts.

You don’t always need to include all of the above. If any don’t apply to your LLC, feel free to leave them out. Still, it’s a good idea to cover as many bases as possible. Even if you’re a single-member LLC, you should consider including as many sections as possible to accommodate future changes. Otherwise, years into the life of your business, you may run into a dispute over something you didn’t include, and you won’t be able to fall back on the operating agreement.

When your agreement is complete, give a copy to each of your LLC’s members. They must approve and sign it before it will be considered official. Then, file it away for safe keeping, as you’ll need to reference and revise it later.

Making Changes to Your Operating Agreement

For better or worse, your business is going to change. As you begin doing business in Missouri and, hopefully, raking in profits, the LLC will grow and evolve. It will develop different needs and more complicated processes. Keep everything running smoothly but updating your operating agreement as changes occur.

First, all LLC managers/members must approve the change. To seek approval, follow the guidelines you already outlined in your operating agreement for ratifying amendments.

Because it isn’t recorded with the state, modifying your agreement is as simple as making changes to the Word document or PDF you keep in your own files.

For example: your registered agent resigns and, following Missouri law, you appoint a registered agent service to take their place. Simply pull up your electronic file, enter the new agent information, save it, and print a copy. Make sure you keep a draft of the previous document as well so you can track the changes you’ve made, just in case the state ever has any questions.

Hiring an Attorney

Worried that you might miss a critical detail? Uncomfortable with legal minutiae? If you want to ensure your operating agreement provides for all possible outcomes and disputes, you might consider hiring an attorney to review it or write it entirely.

Some attorneys have a flat rate for drafting an operating agreement; others bill by the hour. Either way, you’ll only need their assistance for a limited period of time. Use a site like Avvo to find the right fit for your business. Avvo’s database lets you sort by location, rate, and more – it even shows Missouri lawyers that specialize in LLCs.

Hiring an LLC Formation Service

The LLC formation process, with its forms and fees, might make you want to throw up your hands and surrender. Don’t do that! Instead, consider hiring an online service like ZenBusiness or Northwest Registered Agent.

An online service like we mentioned earlier can quickly take care of all your necessary filings. Plus, they’ll create a customized operating agreement for you!

Given the amount of time you would spend drafting an agreement from scratch, a formation service is worth it. Not only will you receive a meticulously researched and crafted operating agreement, but you’ll also be able to spend more time growing your business, planning your next move, or just relaxing.

References

The Secretary of State website might not have any official forms pertaining to operating agreements, but it does have rules regarding what they can and cannot do.

Section 347.081 of the Missouri Statutes says that an operating agreement “may contain any provision, not inconsistent with law, relating to the conduct of the business and affairs of the limited liability company, its rights and powers, and the rights, powers and duties of its members, managers, agents or employees.” This means that it has influence over nearly every aspect of your LLC’s operations.

The Missouri Small Business Startup Guide further specifies that an operating agreement dictates how an LLC is managed and the duties of appointed managers, among other things.

This doesn’t mean, though, that an operating has absolute authority over your business. Your agreement can’t override established state and federal laws and authorize illegal activities. It also can’t protect your business from state-ordained penalties. So if you fail to maintain a valid registered agent, your operating agreement won’t save you from administrative dissolution. Regardless of what your document states, your LLC must follow Missouri’s business maintenance and filing requirements.

When drafting your operating agreement, be extra careful not to overstep the state’s boundaries while including as many details as possible, and you’ll be good to go!