Minnesota LLC Operating Agreement
The Minnesota LLC Operating Agreement is the core document that is referred to when issues
concerning a Minnesota limited liability company (“LLC”) need to be resolved.
The LLC
Operating Agreement is the most important document for your Minnesota LLC.
In the case of a single member LLC, without the formality
of an LLC Operating Agreement, the LLC can closely resemble
a sole proprietorship, which does not limit your personal
liability for business debts of the LLC.
With respect to a multi-member LLC, the LLC Operating Agreement reflects the agreement among the members with
respect to the affairs and management of the LLC and governs
the relationship amongst the members of the LLC. By having
an LLC Operating Agreement, the members will be provided
with a clear set of rules that all members have agreed upon
greatly reducing the likelihood of disagreement between
them in the future. A LLC Operating Agreement will also
greatly reduce financial and management misunderstandings,
and make sure your business is governed by your own rules
-- not default rules created by the state of Minnesota.
Need a LLC Operating Agreement for your Minnesota LLC?
www.myLLCagreement.com
will generate a customized LLC Operating agreement for your
Minnesota LLC in a matter of minutes.
Whether your LLC
will have one or more members, will be managed by its members
or by elected managers, or will be granting one or more
members an interest in the LLC for the performance of services,
myLLCagreement.com will generate a customized LLC operating
agreement tailored to the needs of your business.
If you don’t want
to spend thousands of dollars on a lawyer and don’t trust
outdated internet forms, then let myLLCareement.com help
you create a customized LLC operating agreement for your
Minnesota LLC.
The LLC operating
agreement does not have to be filed with any state agency.
All states, including the state of Minnesota will enforce
valid operating agreements entered into among LLC members.
The operating agreement will only be enforced against the
persons who are parties to the agreement. Therefore, it
is extremely important that all members of an LLC sign the
operating agreement.
Your Minnesota
Limited Liability Company
LLC Filing Office
Minnesota
Secretary of State
Business Services Division
180 State Office Building
100 Rev. Dr. Martin Luther King Jr. Blvd
St. Paul, MN 55155-1299
Tel: 651-296-2803
www.sos.state.mn.us/business/index.html
Check Name Availability
Entity or Franchise Level Tax
Minnesota generally does not impose its income
tax on partnerships, LLCs taxable as partnerships, or disregarded
single-member LLCs. In
addition, Minnesota imposes a minimum fee on each treated
as a partnership that is required to file a return with
the state (other than a partnership that derives over 80
percent of its income from farming).
The fee imposed on a partnership is a maximum of
$5,000, and is based on the sum of the partnership’s Minnesota
property, payroll, and sales or receipts.
State LLC Act
The
Minnesota LLC Act is contained in Chapter 322B of the Minnesota
Statutes
Important Statutory Rules
LLC Management
The Minnesota LLC Act presupposes management by a board of
governors. The law
specifies that LLCs must have one or more governors, elected
by the members, who serve for an indefinite term of office.
The Statute, however, recognizes that LLCs may want
to be managed by the members. The Statute states that the LLC members may
act in the place of governors as long as they make management
decisions by unanimous vote.
The Statute also requires the appointment or election
of two persons who function as the LLC president and treasurer,
but who are called managers. Typically, LLCs decide which of the members
(or managers, in a manager-managed LLC) will be chief manager
and function as the LLC president, as well as which member
or manager will serve as treasurer.
Admission of Members
No
statutory requirements exist for admitting members.
Amending the Operating Agreement
Amendments to the Operating Agreement must be approved by
a majority vote of LLC members.
Note: amendments to the Operating agreement are typically
reserved for governors.
Chief Manager
The
chief manager of the LLC is responsible for:
·
General
active management of the business of the LLC
·
Sign and
deliver documents related to the LLC business
·
Maintain
records and certify all proceedings
·
Preside
at meetings of the board of governors
Management Decisions
In
the case of a Minnesota LLC, is it common to have all members
make management decisions in place of the board of governors.
Typically, most Minnesota LLCs will allow management
by unanimous vote of the members.
GET A CUSTOMIZED MINNESOTA
LLC OPERATING AGREEMENT IN MINUTES
