Missouri: LLC Operating Agreement Requirements

Requirements one by one

Missouri requires an agreement, but form depends on membership

Section 347.081 says the member or members “shall adopt an operating agreement.” It does not state
a separate filing requirement, loss of LLC status, or other missing-agreement penalty. The agreement
remains subject to the LLC Act and other law even though § 347.081 directs courts to give maximum
effect to freedom of contract and enforceability.

For multiple members, § 347.015(13) recognizes a written or oral agreement “among all members.” A
sole member instead uses a written declaration. The Act imposes no general witness, acknowledgment,
or notary condition, but a separate law may still require a signed writing for a particular promise
or transaction.

Initial membership and the agreement begin together

Sections 347.015(11) and 347.113(1) connect initial membership to the agreement at formation. An
initial member must be identified in the agreement and sign it or otherwise become a party to it.
That route matters for an oral multi-member agreement because a handwritten signature is not the
only statutory way to become a party.

A later member must likewise sign or otherwise become a party and satisfy the agreement's admission
conditions. If the agreement supplies no admission rule, every member must consent in writing under
§ 347.113(2).

The articles make the public management choice

Sections 347.039 and 347.079 require the articles to state whether management is vested in members
or managers. For manager management, managers are designated in the operating agreement or selected
through the method it prescribes. If it provides no selection method, a majority by number of members
selects and removes managers.

Section 347.065 follows that public choice for ordinary-course agency. Each member ordinarily acts
as an agent in a member-managed LLC. In a manager-managed LLC, membership alone creates no agency;
each manager has the ordinary-course role. An act outside the usual course binds the LLC only when
authorized under the agreement.

Ordinary votes and major decisions use different headcounts

For ordinary business, § 347.079(4) requires approval by more than half by number of the authorized
persons—members in a member-managed LLC or managers in a manager-managed one—unless the agreement
changes the rule. It is not a default vote weighted by capital or a negotiated ownership percentage.

The same section defaults specified major acts to all-member approval, including amendment of a
written agreement, admission of a member, switching the management structure, and acts outside the
usual course or contrary to the agreement.

The fallback economic rules are not one simple percentage formula

Under § 347.101, pre-dissolution distributions first return each member's contributions in proportion
to contributed value. After those contributions have been returned, remaining distributions are
equal. Distribution timing follows the agreement or, if it is silent, a majority of authorized persons.

Section 347.111 uses a different allocation rule. Profits first offset prior unrecouped loss allocations
and then track shares of distributions beyond contribution repayment; losses track contributions made
and promised. A drafted percentage schedule can replace these defaults, but it should not be mistaken
for the statutory fallback.

Assignment transfers economics before governance

Section 347.115 permits assignment unless the agreement provides otherwise, but assignment alone does
not give the assignee management rights or membership. Until admission under § 347.113, the assignee
receives only the assigned profits and distributions, including return-of-contribution distributions.

Duties are broadly contractible without a numbered safe-harbor list

Section 347.088 lets an agreement expand or restrict duties, including fiduciary duties, and related
liabilities. It separately protects good-faith reliance on the agreement and provides default standards
of good faith, officer-like care, and reasonable belief in the LLC's best interest.

Missouri's Act does not supply the detailed numbered nonwaivable list found in many newer LLC acts.
It separately provides the entity-liability shield in § 347.057, member enforcement at law or in equity
in § 347.081, and records, information, inspection, and accounting rights in § 347.091.

Written amendments and retained copies have express rules

Section 347.079 defaults amendment of a written operating agreement to unanimous member approval
unless the agreement provides otherwise. It does not state a separate default amendment rule for an
oral agreement.

The operating agreement is not among the required articles contents in § 347.039. Section 347.091
instead treats it as a private company record: the LLC must keep effective written agreements, all
amendments, and superseded written agreements at its principal place of business.

What trips people up

• “Written or oral” does not apply identically to every LLC. Missouri requires a sole member's
  declaration to be written.
• A manager clause in the private agreement does not replace the articles' management statement.
• Ownership percentages in a form are negotiated terms, not Missouri's ordinary by-number voting
  rule or its contribution-first, then-equal distribution fallback.

Common questions

Does Missouri require the operating agreement to be filed?

No. The articles carry the public management choice. Section 347.091 requires written agreement
versions and amendments to stay with the LLC's records instead.

Can members approve action without holding a meeting?

Yes. Unless the agreement provides otherwise, § 347.083 permits written action without a meeting
when every person entitled to act or vote signs the consent.

Does assigning an interest automatically make the buyer a member?

No. Section 347.115 transfers only the assigned economic rights unless the assignee is admitted under
§ 347.113.

Statutes and sources

• Mo. Rev. Stat. §§ 347.015(11), (13), .081(1)–(3) — defines the agreement and initial member,
  requires adoption, and states the contract and enforcement policy. Official § 347.015
  and official § 347.081
  (accessed July 26, 2026).
• Mo. Rev. Stat. §§ 347.039(1)(4), (3), .065(1)–(4), .079(1)–(4) — governs the public management
  choice, agency, manager selection, voting, major actions, and written amendment. Official § 347.039,
  official § 347.065, and
  official § 347.079
  (accessed July 26, 2026).
• Mo. Rev. Stat. §§ 347.057, .081(3), .088, .091 — covers the liability shield, enforcement,
  duties, records, inspection, information, and accounting. Official § 347.057,
  official § 347.088, and
  official § 347.091
  (accessed July 26, 2026).
• Mo. Rev. Stat. §§ 347.101, .111 — supplies the distribution and allocation defaults.
  Official § 347.101 and
  official § 347.111
  (accessed July 26, 2026).
• Mo. Rev. Stat. §§ 347.113, .115 — governs initial and later membership, admission, and assignment.
  Official § 347.113 and
  official § 347.115
  (accessed July 26, 2026).
• Mo. Rev. Stat. § 347.083 — permits unanimous written action without a meeting by default.
  Official § 347.083
  (accessed July 26, 2026).