North Dakota LLC Operating Agreement
The North Dakota LLC Operating Agreement is the core document that is referred to when issues
concerning a North Dakota limited liability company (“LLC”) need to be resolved.
The LLC
Operating Agreement is the most important document for your North Dakota 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 North Dakota.
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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,
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agreement tailored to the needs of your business.
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North Dakota LLC.
The LLC operating
agreement does not have to be filed with any state agency.
All states, including the state of North Dakota 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 North
Dakota Limited Liability Company
LLC Filing Office
Secretary
of State
Business Division
600 E Boulevard Ave Dept 108
Bismarck, ND 58505-0500
Tel:701-328-4284
www.nd.gov/sos/
Check Name Availability
Entity or Franchise
Level Tax
North
Dakota does not require partnerships, LLCs taxable as partnerships,
or disregarded single-member LLCs to pay a general net worth
tax based on net income.
State LLC Act
The
North Dakota LLC Act is contained in Title 10-32 of the
North Dakota Century Code.
The North Dakota
LLC Act
Important Statutory
Rules
LLC Management
The North Dakota 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 until re-election at the
next regular meeting of members, or for an indefinite term
if no such meeting is scheduled in the Operating Agreement.
Section 10-32-69(2) recognizes LLC rights to adopt membership
management. Members
may act in the place of the 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.
Admission of Members
There
is no statutory requirement for admission of members. The Operating Agreement shall govern how members
are admitted to the LLC. Unless otherwise provided in the
Operating Agreement, the admission of a transferee as a
member must be approved by the unanimous written consent
of all non-transferring members.
Amending the Operating Agreement
If
membership management is adopted, amendments to the Operating
Agreement require the approval of all members.
Dissolution
Unless
otherwise specified in the Operating Agreement, approval
of a majority of the voting members is required to voluntarily
dissolve the LLC.
President’s Responsibility
If
the members will be making all management decisions in place
of the board of governors, the president’s primary responsibility
will be acting as first-in-command in running the LLC, as
well as performing various ministerial functions such maintaining
the books and records of the LLC and signing and delivering
all documents relating to the business of the LLC.
GET A CUSTOMIZED NORTH DAKOTA
LLC OPERATING AGREEMENT IN MINUTES
