Is an operating agreement required for North Dakota LLCs?

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

Can I write my own North Dakota LLC operating agreement?

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

Does a North Dakota LLC operating agreement need to be notarized?

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

Can I amend my North Dakota LLC operating agreement after formation?

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

North Dakota LLC Operating Agreement: What to Include

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

What to Include in Your Operating Agreement

Ownership & membership

Define each member's ownership percentage, capital contributions, and membership interests. This section establishes the foundation of your LLC's ownership structure and prevents future disputes.

Management structure

Specify whether your LLC is member-managed or manager-managed, and outline the roles and responsibilities of managers or managing members. This clarifies who has authority to make business decisions.

Voting rights

Detail how voting power is distributed among members and what decisions require member approval. Include procedures for major decisions like admitting new members or dissolving the company.

Profit/loss allocation

Establish how profits and losses will be distributed among members, which may differ from ownership percentages. This section matters for tax planning and member expectations.

Member duties

Outline each member's obligations, contributions, and restrictions on competing activities. Clear expectations help maintain professional relationships and protect business interests.

Dissolution process

Define the circumstances that trigger dissolution and the procedures for winding up business affairs. This protects members' interests and provides an orderly exit strategy.

Amendment procedures

Specify how the operating agreement can be modified, including voting requirements and documentation procedures. This ensures changes are made properly and with appropriate member consent.

Read this guide for another state:

Frequently Asked Questions

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

Sources

5 documents

Each entry below is a document recorded in our verified North Dakota 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.

North Dakota statute: North Dakota Century Code § 10-32.1-23 (operating agreement)
North Dakota statute: North Dakota Century Code § 10-32.1-21 (operating agreement)
North Dakota statute: NDCC Chapter 10-32.1-1 et seq. (LLC law)
North Dakota statute: North Dakota Century Code Chapter 10-32.1 (LLC law)
sos.nd.gov/business/business-services/business-structures/limited-liability-company-llcNorth Dakota 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 North Dakota 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 North Dakota LLC?

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