Is an operating agreement required for Minnesota LLCs?

This page has not confirmed whether Minnesota 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 Minnesota requires, check the website of the state agency that registers LLCs in Minnesota, or ask a business attorney licensed in Minnesota.

Can I write my own Minnesota LLC operating agreement?

Yes, you can write your own Minnesota 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 Minnesota'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 Minnesota, and consider having a business attorney licensed in Minnesota review your draft before the members sign it.

Does a Minnesota LLC operating agreement need to be notarized?

This page has not confirmed whether Minnesota 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 Minnesota 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 Minnesota's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Minnesota before you draft the agreement.

Can I amend my Minnesota LLC operating agreement later?

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 Minnesota's LLC law can apply, so check them, or ask a Minnesota 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, Minnesota uses a separate filing, the Amendment to Articles of Organization.

Minnesota LLC Operating Agreement: What to Include

What to put in an operating agreement for your Minnesota 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 Minnesota LLC operating agreement, listing the 7 provisions the document should cover. — What a Minnesota operating agreement should contain, section by section. Source: Minnesota Secretary of State.

Watch: Minnesota 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 Minnesota LLC and prevents future disputes over ownership rights.

Management structure

Specify whether your LLC is member-managed or manager-managed and outline decision-making authority. Clear management structure prevents confusion about who has the power to bind the company and make important business decisions.

Voting rights

Detail voting procedures, quorum requirements, and what decisions require member approval. Establishing clear voting rules ensures smooth operations and helps resolve conflicts when members disagree on business matters.

Profit/loss allocation

Explain how profits, losses, and distributions will be divided among members. This section can differ from ownership percentages and should align with your business goals and member expectations.

Member duties

Outline each member's responsibilities, time commitments, and any restrictions on competing businesses. Clear duty definitions help prevent misunderstandings about work expectations and protect against conflicts of interest.

Dissolution process

Establish procedures for dissolving the LLC, including triggering events and asset distribution methods. Planning for dissolution protects all members' interests and ensures orderly business closure when necessary.

Amendment procedures

Define how the operating agreement can be modified, including required approval levels and documentation. Clear amendment procedures allow your LLC to adapt as your business grows while protecting minority member interests.

Read this guide for another state:

Frequently Asked Questions

: This page has not confirmed whether Minnesota 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 Minnesota requires, check the website of the state agency that registers LLCs in Minnesota, or ask a business attorney licensed in Minnesota.
: Yes, you can write your own Minnesota 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 Minnesota'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 Minnesota, and consider having a business attorney licensed in Minnesota review your draft before the members sign it.
: This page has not confirmed whether Minnesota 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 Minnesota's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Minnesota 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 Minnesota's LLC law can apply, so check them, or ask a Minnesota 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, Minnesota uses a separate filing, the Amendment to Articles of Organization.

Sources

5 documents

Each entry below is a document recorded in our verified Minnesota 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.

Minnesota statute: Minnesota Statutes Chapter 322C (LLC law)
Minnesota statute: Minnesota Statutes chapter 322C (LLC law)
Minnesota statute: chapter 322C (LLC law)
Minnesota statute: Minnesota Statutes chapter 322C (Revised Uniform LLC Act)
sos.mn.gov/business-liens/business-forms-fees/minnesota-limited-liability-company-forms/Minnesota Secretary of State: 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 Minnesota LLCs

Start and set up

Taxes, money and growth

Stay compliant

Operate in other states

Compare structures

By owner type

By profession

Ready to Form Your Minnesota LLC?

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