The Missouri LLC operating agreement is a document that outlines basic information about an LLC in Missouri. The state government of Missouri does not consider an LLC operating agreement to be legally required. However, an operating agreement may be the only form of proof of your LLC's management and structure.

Missouri LLC Operating Agreement

You are not required to file this document with Missouri's secretary of state. In fact, you are not obligated to draft the operating agreement for an LLC in Missouri at all.

However, there are many benefits of incorporating the operating agreement into the structure of an LLC. As a result, all business owners should consider drafting an operating agreement for their LLC. 

In many cases, the operating agreement serves as the only form of legal proof when it comes to the management of the LLC's internal affairs. Initial formation forms typically provide very limited information when it comes to the internal affairs of the Missouri LLC.

It is recommended that you have your lawyer review the operating agreement before having all of the organizers sign the document. Then, you should file a copy of the operating agreement for your own reference.

What Is an Operating Agreement?

An operating agreement is an consensus formed between the owners of an LLC to determine how an LLC will be operationally and financially managed.

While the LLC documents of formation need to be mailed to the Missouri state government, the operating agreement doesn't need to be filed. The operating agreement is considered an internal document. Therefore, all you need to do is keep a copy of the operating agreement with your other business records.

The main function of the operating agreement is to outline who the owners are and what percentage each member of the LLC owns. This percentage is referred to as the membership interest. The operating agreement also outlines how the company will be managed, how the taxes will be paid, and how the losses and profits will be distributed among the owners. 

You should contact a lawyer if your company requires intricate ownership agreements, industry-specific management, or has a large number of members or multiple investors. You can create a draft of the operating agreement prior to meeting with your lawyer. This draft can serve as the basis for your conversation with the lawyer.

If you're obtaining financing from a lender, you may need to give the lender a copy of the operating agreement. You may need to give a title company a copy if you're in the process of buying real estate. Tax and accounting professionals may ask for a copy if you need financial assistance. Potential partners or investors who are interested in your LLC may also require a copy of the operating agreement. 

In the event that your LLC faces legal action, the court may require a copy as well. The operating agreement can provide proof in front of the court that your LLC has a structure that is well organized for handling legal issues.

One of the main advantages of forming a limited liability company is the flexibility in comparison to other business structures. The operating agreement serves as a working document, which can be adapted as your business changes and grows. 

If you must change the registered agent or registered office of your LLC or change the address for an owner, you should do so by changing the original operating agreement. 

On the other hand, for more complex changes, you should hire a lawyer. Some examples of complex changes include raising financing for the LLC with investors or having a member buy the interest of another owner.

If you make any changes to the operating agreement, you will need to have all the owners of the LLC sign the document. You should keep a copy of all previous versions of the operating agreement. 

To complete the operating agreement, you will need basic information. A copy of the formation documents for your LLC should provide you with much of the information you need. Some of this includes the following:

  • The registered office's name and address
  • The registered agent's name and address
  • The formation date of the LLC
  • The LLC's general business purpose
  • The members and their percentages of ownership
  • The names and addresses of the members

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