Minnesota: LLC Operating Agreement Requirements

Requirements one by one

An operating agreement is optional and can be oral or implied

Minnesota Statutes § 322C.0102 defines an operating agreement as the agreement of all members,
including a sole member, and expressly recognizes oral terms, terms in a tangible or electronic
record, implied terms, and combinations of those forms. Chapter 322C imposes no general signature,
witness, acknowledgment, or notarization condition for the agreement itself.

The agreement is not a formation filing. Under § 322C.0201, the LLC forms when signed articles of
organization are filed with the secretary of state. Minnesota Statutes § 322C.0110 then makes Chapter 322C the
fallback for internal matters the agreement does not address.

Preformation and sole-member terms take effect at formation

Minnesota Statutes § 322C.0111 permits intended members to agree before formation that their terms
will become the operating agreement when the LLC forms. A single intended member may assent to
terms alone. The agreement cannot operate as the LLC's agreement before the company exists because
the statute makes it effective upon formation.

Once the company exists, it is bound without separately signing or otherwise manifesting assent.
Every person who later becomes a member is deemed to assent. Section 322C.0401 separately recognizes
one-member formation and defaults later admission to all-member consent unless the agreement or a
covered transaction supplies another route.

Management defaults to members, but membership alone does not create agency

Minnesota Statutes § 322C.0407 makes an ordinary LLC member-managed unless the operating agreement
uses manager-managed, board-managed, or similar language. In a member-managed company, every member
has equal management rights. A majority of members resolves an ordinary-course difference, while
every member must consent to an act outside the ordinary course.

Manager management moves company decisions to the managers. Managers vote equally, and a majority
decides ordinary matters, but the members retain unanimous approval over outside-course acts and
agreement amendments.

Internal management power is not the same as outsider-facing authority. Minnesota Statutes
§ 322C.0301 says membership alone does not make a member the LLC's agent. Under § 322C.0302, the LLC
may file a statement granting or limiting authority, and that statement affects dealings with
nonmembers.

Equal votes and equal distributions are separate defaults

The ordinary member-managed vote is by member headcount, not by contribution or a form's percentage
schedule. Minnesota Statutes § 322C.0404 separately defaults interim distributions to equal shares.
The agreement can replace those internal defaults, so a percentage-interest clause is a negotiated
rule rather than a description of Minnesota's fallback.

Section 322C.0502 draws the transfer line. A transferee receives the transferred distribution right
but does not thereby obtain management, voting, or ordinary information rights. An agreement's
transfer restriction is ineffective against a transferee who lacked notice of it.

Duty changes face a manifest-unreasonableness test

Minnesota Statutes § 322C.0409 supplies loyalty, care, and good-faith rules. Section 322C.0110 allows
substantial fiduciary tailoring, including restriction or elimination of listed loyalty duties and
alteration of care, only within its manifestly-unreasonable framework. It does not permit a term to
authorize intentional misconduct or a knowing violation of law, eliminate the good-faith covenant,
or erase specified serious-misconduct liability.

The same section protects information rights from unreasonable restriction, preserves specified
judicial-dissolution and member-action routes, and protects statutory rights of nonparties. Section
§ 322C.0410 gives members inspection and information rights whose procedure differs between
member-managed and manager- or board-managed companies. Minnesota Statutes § 322C.0701 supplies the protected
unlawfulness, impracticability, fraud, and oppression dissolution grounds.

Amendment is unanimous unless the agreement changes the method

Section 322C.0407 defaults an agreement amendment to every member's consent. Under § 322C.0112, the
agreement may also require a third party's approval or satisfaction of a condition; an amendment
that skips that protection is ineffective.

The operating agreement remains an internal agreement rather than the formation filing. If it
conflicts with an effective record filed with the secretary of state, the agreement controls among
members, transferees, dissociated members, managers, and governors. The filed record controls for
another person only to the extent that person reasonably relies on it.

What trips people up

• Minnesota calls its filed formation document articles of organization, not a certificate of
  organization.
• Member management does not make every member an automatic agent. Internal approval and authority
  to bind outsiders are separate questions.
• A percentage-interest schedule does not merely restate the statute. It replaces Minnesota's equal
  member-management and equal-distribution defaults.

Common questions

Can a Minnesota single-member LLC have an oral operating agreement?

Yes. Section 322C.0102 includes a sole member and permits an oral, implied, recorded, or combined
agreement. A written agreement may still be important evidence, and another law can require a
particular transaction to be signed.

Must manager-managed status appear in the articles of organization?

Not under Chapter 322C's management default. Section 322C.0407 makes the operating agreement the
place that selects manager or board management. A separate filed statement of authority may be
important when outsiders need reliable authority information.

Does transferring an LLC interest make the buyer a member?

No. Section 322C.0502 gives the transferee the transferred distribution right but not management or
ordinary information rights. Membership requires a separate admission route under § 322C.0401.

Statutes and sources

• Minn. Stat. §§ 322C.0102, .0110–.0112. Agreement form, scope, defaults, nonwaivable limits,
  assent, preformation terms, amendments, and filed-record conflicts. Official Chapter 322C
  definition, scope and limits,
  assent and timing, and third-party effects
  (accessed July 26, 2026).
• Minn. Stat. §§ 322C.0201, .0301–.0302. Articles formation, no automatic member agency, and
  statements of authority. Official formation section,
  agency section, and authority section
  (accessed July 26, 2026).
• Minn. Stat. §§ 322C.0401, .0404, .0407, .0409–.0410. Membership, equal distributions,
  management and voting, duties, and information rights. Official membership section,
  distribution section, management section,
  duty section, and information section
  (accessed July 26, 2026).
• Minn. Stat. §§ 322C.0502, .0701. Transfer consequences and protected judicial-dissolution
  grounds. Official transfer section and
  official dissolution section (accessed
  July 26, 2026).