Is an operating agreement required for LLCs in Michigan?

This page has not confirmed whether Michigan law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what Michigan requires, check the website of the state agency that registers LLCs in Michigan, or ask a business attorney licensed in Michigan.

Can I write my own Michigan LLC operating agreement?

Yes, you can write your own Michigan LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in Michigan's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in Michigan, and consider having a business attorney licensed in Michigan review your draft before the members sign it.

Does a Michigan LLC operating agreement need to be notarized?

This page has not confirmed whether Michigan law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.

What happens if my Michigan LLC doesn't have an operating agreement?

Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in Michigan's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Michigan before you draft the agreement.

Can I amend my Michigan LLC operating agreement after it's signed?

Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Michigan's LLC law can apply, so check them, or ask a Michigan business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Articles of Organization on file with the state, Michigan uses a separate filing, the Certificate of Amendment to the Articles of Organization.

Michigan LLC Operating Agreement: What to Include

What to put in an operating agreement for your Michigan LLC, and how single-member and multi-member agreements differ.

By Edmond Hui · Last updated: October 2026

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Key sections of a Michigan LLC operating agreement, listing the 7 provisions the document should cover. — What a Michigan operating agreement should contain, section by section. Source: Michigan Department of Licensing and Regulatory Affairs, Corporations Division.

Watch: Michigan LLC Operating Agreement: What to Include (2026)

What to Include in Your Operating Agreement

Ownership & membership

Define each member's ownership percentage, capital contributions, and membership interests. This section establishes who owns what portion of your Michigan LLC and prevents future disputes.

Management structure

Specify whether your LLC is member-managed or manager-managed and outline decision-making authority. Clear management roles protect your business and ensure smooth operations.

Voting rights

Establish voting procedures, quorum requirements, and what decisions require member approval. Well-defined voting rights prevent deadlocks and ensure important decisions can be made efficiently.

Profit/loss allocation

Detail how profits and losses will be distributed among members, which may differ from ownership percentages. This section affects your tax obligations and member relationships.

Member duties

Outline each member's responsibilities, time commitments, and fiduciary duties to the LLC. Clear expectations prevent conflicts and ensure all members contribute appropriately.

Dissolution process

Define the circumstances that trigger dissolution and the process for winding up the LLC's affairs. Having a clear exit strategy protects all members' interests when the business ends.

Amendment procedures

Establish how and when the operating agreement can be modified, including voting requirements for changes. This flexibility allows your agreement to evolve with your business needs.

Read this guide for another state:

Frequently Asked Questions

: This page has not confirmed whether Michigan law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what Michigan requires, check the website of the state agency that registers LLCs in Michigan, or ask a business attorney licensed in Michigan.
: Yes, you can write your own Michigan LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in Michigan's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in Michigan, and consider having a business attorney licensed in Michigan review your draft before the members sign it.
: This page has not confirmed whether Michigan law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.
: Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in Michigan's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Michigan before you draft the agreement.
: Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Michigan's LLC law can apply, so check them, or ask a Michigan business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Articles of Organization on file with the state, Michigan uses a separate filing, the Certificate of Amendment to the Articles of Organization.

Sources

3 documents

Each entry below is a document recorded in our verified Michigan sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so. Where we hold the citation but no stable public link, the citation is printed on its own rather than pointed at a guessed address.

Michigan statute: MCL 450.4101 et seq. (Limited Liability Company Act)
Michigan statute: MCL 450.4501 et seq. (Limited Liability Company Act)
michigan.gov/lara/bureau-list/cscl/corpsMichigan Department of Licensing and Regulatory Affairs, Corporations Division: business entity filings

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Edmond Hui · Founder, MyStateLLC

Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.

How we check facts

What to Include in Your Operating Agreement

Ownership & membership

Management structure

Voting rights

Profit/loss allocation

Member duties

Dissolution process

Amendment procedures

Frequently Asked Questions

Sources

More for Michigan LLCs

Start and set up

Taxes, money and growth

Stay compliant

Operate in other states

Compare structures

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By profession

Ready to Form Your Michigan LLC?

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