Every Missouri LLC should have an Operating Agreement, but getting one doesn’t have to be expensive. You can download and customize your own Operating Agreement using our free template below.
Missouri LLC Operating Agreement (Member-managed)
Missouri LLC Operating Agreement (Manager-managed)
What is a Missouri LLC Operating Agreement?
A Missouri LLC Operating Agreement is a written contract between the LLC Members (LLC owners). This legal document includes detailed information about LLC ownership structure, who owns the company and how the LLC is managed.
Single-Member LLCs and Multi-Member LLCs should draft an Operating Agreement, keep it with their business records, and give a copy to all Members.
What should be included in LLC Operating Agreements?
Basic Information
Your Operating Agreement will include basic information about your Limited Liability Company. Some of the information will be the same as what is listed in your Missouri LLC Articles of Organization. Operating Agreements should include:
- LLC Name
- LLC effective date
- Missouri Registered Agent (if applicable)
- purpose of your LLC
- duration of your LLC
- and how your LLC will be taxed
Related Reading: Is a Registered Agent a Member of an LLC?
LLC Ownership
Your Operating Agreement will list all the LLC Members and how much of the Limited Liability Company they each own.
How much of the LLC someone owns is called their “LLC Membership Interest”.
LLC Membership Interest is most often expressed as a percentage (like 5%, 50%, 100%, etc.).
Initial Capital Contributions (putting money into your LLC)
After your LLC is approved, you should open an LLC bank account and put money into that account.
Each of the LLC Members makes an initial capital contribution. Capital contribution simply means a deposit of money into the LLC bank account.
You will list the initial capital contributions in your LLC’s Operating Agreement.
Pro tip: If you complete your Operating Agreement before you have opened an LLC bank account, just enter the amount the Members plan to deposit. If the amount of your deposit changes, it’s okay to edit your Operating Agreement with the actual amounts later.
- Related article: To learn more about capital contributions, like how much you should contribute, check out LLC Capital Contributions.
Statement about taxes
You will list how your LLC will be taxed in your Operating Agreement. There are four common ways an LLC can be taxed:
- LLC taxed as a Sole Proprietorship
- LLC taxed as a Partnership
- LLC taxed as an S-Corporation
- LLC taxed as a C-Corporation
Voting Rights of LLC Members
The rules of membership voting will be spelled out in your Missouri LLC’s Operating Agreement.
If you use the Member-managed Operating Agreement, the voting powers are proportionate to the LLC Membership Interest.
If you use the Manager-managed Operating Agreement, the voting powers are also proportionate to the LLC Membership Interest. Then the Members vote to elect a Manager or Managers. The Manager(s) then has authority to make certain decisions on behalf of the LLC (without needing a vote by the Members).
However, certain things, like adding or removing an LLC Member, require a vote of the Members (and the Manager has no say).
Make sure all LLC Members have a copy
Once you finalize your Operating Agreement, make sure all the Members have a copy.
We recommend keeping a copy of the Operating Agreement with your LLC business records.
Operating Agreement FAQs
Yes. As per Section 347.081 of the Missouri LLC Act, the Member or Members “shall adopt an operating agreement.”
Additionally, financial institutions (like banks) and other organizations may need to see a copy of this paperwork in order for you to do business with them.
It’s best to have a written Operating Agreement, even if you are the sole Member of your Missouri LLC (a Single-Member LLC). Plus, it’s required by Missouri law.
If you go to court, an Operating Agreement helps prove that your Single-Member LLC is being run as a separate legal entity. This confirms the company’s limited liability status, and that is what protects your personal assets.
It’s best to have an Operating Agreement, especially for a Multi-Member LLC. This document will spell out ownership percentages, profit distribution, and management structure.
If you go to court, an Operating Agreement helps prove that your Multi-member LLC is being run as a separate legal entity.
No, you don’t have to send your Operating Agreement to the Missouri Secretary of State, or any other government agency.
Operating Agreements are “internal documents”. Meaning, the Members just need to keep a copy with their business records.
The Operating Agreement is a legally binding document upon the LLC Members because of the Members’ signatures. It doesn’t need a government stamp of approval.
However, in the future, if your company were involved in a lawsuit or an audit, a court or government agency might ask to see a copy of your Operating Agreement.
Additionally, you may also need to show this document to:
- financial institutions when you open a business bank account
- financial institutions if you apply for a loan for the LLC
- a title company if your LLC is buying real estate
No, your Operating Agreement doesn’t need to be notarized. Each Member just needs to sign it.
Once you (and the other LLC Members, if applicable) sign the Operating Agreement, then it becomes a legal document.
Yes, but we recommend using a template to create a custom Operating Agreement.
An Operating Agreement is a legal document. You don’t have to hire an attorney to write one, though. Using a template helps make sure you cover everything you need to.
LLC University® offers free Operating Agreement templates that you can download and customize to write your own LLC Operating Agreement.
If you wanted to write a simple Missouri Operating Agreement without using a template, you could. You’d need to check with the Missouri LLC Act to make sure it meets all the requirements.
For example, at a minimum, you’d want your Missouri LLC name, your Registered Agent information, your business purpose, the names of the LLC Members, and information about initial capital contributions.
However, there is a lot more information that is important to document about your LLC.
It’s probably a lot easier to start with an existing template. We have a free Operating Agreement template you can download on this page.
An LLC (Limited Liability Company) is a type of business structure. It’s a legal business entity that you form by filing a document called the Articles of Organization with the state.
An Operating Agreement is an internal document that governs how your LLC is run. It contains rules about how much of the company each Member of the LLC owns, and other details about management and taxes.
Said another way, the LLC is your legal entity. And the Operating Agreement is a written set of rules for how the LLC will operate.
You could have an LLC without an Operating Agreement (but you shouldn’t). But you can’t have an Operating Agreement without an LLC.
Here are the steps to starting an LLC in Missouri:
- Choose an LLC name and make sure it’s available
- Choose who will be your Missouri Registered Agent
- File the Missouri LLC Articles of Organization
- Complete and sign an LLC Operating Agreement
- Get a Tax ID Number (EIN) from the Internal Revenue Service
- Research business license requirements
- Open an LLC bank account
References
IRS: Paying Yourself
Missouri LLC Act, Section 347.081
Missouri Secretary of State: Small Business Startup Guide
Matt holds a Bachelor's Degree in business from Drexel University with a concentration in business law. He performs extensive research and analysis to convert state laws into simple instructions anyone can follow to form their LLC - all for free! Read more about Matt Horwitz and LLC University.
Hello, I am interested in the legal separation documents: is it under or in contrast with the LLC Operating Agreement.
Hi Helen, we don’t cover legal separation documents. Thank you.
I had a sole LLC. I retired in December of 2022. I notified Incfile in 2023 when my dues were due that I had retired and to cancel my LLC. They are now requesting that I submit a BOIR (a new requirement) because my LLC is still showing as an active business in Missouri. So why is it that I canceled the LLC but it’s still showing as an active business? Thank you.
Hi Paul, BOI Reports are no longer required. There’s a chance you may have only cancelled Registered Agent Services (or some other services) with IncFile, and that they didn’t dissolve your LLC in Missouri. Sometimes cancelling with LLC filing companies can be challenging, so you could also do one of the following:
Plan 1: Don’t worry about the LLC being dissolved. Instead, just make sure you cancel any and all billing with IncFile. Missouri LLC’s don’t have Annual Report requirements, so as long as you have a Registered Agent on file, the LLC will exist in perpetuity. And if IncFile (aka LegalInc for Registered Agent services) is your Registered Agent, you can file a Change of Registered Agent with Missouri Secretary of State and list yourself. Then the LLC will be fully “in your hands” and you can just let it be without the need to shut it down with Missouri Secretary of State.
Plan 2: In addition to cancelling all billing and services with IncFile, you can dissolve the LLC yourself with the Missouri Secretary of State. There are just 2 forms to file, and currently, the price is $25 per form. You’d file “Notice of Winding Up for Limited Liability Company” (Form LLC-13) and “Articles of Termination for Limited Liability Company” (Form LLC-5).
Hi,
Ok it’s hard for me to word my question. I haven’t filed my taxes in 3 years. Over this time period I have been buying things for my business acting as an unregistered “Sole Proprietor.” I was also working full time at a company. I am now ready and prepared to launch my company and want to do a partnered LLC. Would you recommend getting the LLC, EIN, Business License, etc prior to filing back taxes? Can I still file my deductions/losses for my business even if it wasn’t yet registered? Thank you for your time.
Hi Stacee, you’ll want to run this all by an accountant so you can really get into the details. Typically, no, you can’t write off losses for the LLC before it existed. Those expenses were for your Sole Proprietorship. Hope that helps and thanks for your understanding.
I’m a little confused on the (4) Registered Office and Agent
My LLC is registered in Missouri, Am I the agent or is the agent the Secretary of State listed on my Certificate. ??? Thank you, these videos are really helpful.
Just found the answer in the transcript. I missed it in the recording. Thank you
Ah, just saw your reply here. Glad you found it :)
Hi Denise, whoever is listed as the LLC’s Registered Agent as per your Articles of Organization. It’s likely not the Secretary of State. Hope that helps.
Easy as breathing! Thanks for the assist!
You’re welcome! ;)
thanks for the form
You’re welcome Tom!