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Missouri LLC Operating Agreement

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OPERATING AGREEMENT OF A MISSOURI LIMITED LIABILITY COMPANY

THIS OPERATING AGREEMENT ("Agreement") is entered into the day of , 20 , by and between the following persons:

1.

2.

3.

4.

hereinafter, ("Members" or “Parties”).

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the Parties covenant, contract and agree as follows:

ARTICLE I

FORMATION OF LIMITED LIABILITY COMPANY

1. Formation of LLC. The Parties have formed a Missouri limited liability company named ("LLC"). The operation of the LLC shall be governed by the terms of this Agreement and the provisions of the Missouri Limited Liability Company Act (Missouri Revised Statutes, Title XXIII, Chapter 347), hereinafter referred to as the "Act".

2. Articles or Organization. The Members acting through one of its Members, , filed Articles of Organization, ("Articles") for record in the office of the Missouri Secretary of State on , thereby creating the LLC.

3. Business. The business of the LLC shall be:

a)

and

b) To conduct or promote any lawful businesses or purposes within Missouri or any other jurisdiction which a limited liability company is legally allowed to conduct or promote.

4. Registered Office and Registered Agent. The registered office and place of business of the LLC shall be and the registered agent at such office shall be .

5. Duration. The LLC will commence business as of the date of filing and will continue in perpetuity.

6. Fiscal Year. The LLC's fiscal and tax year shall end December 31.

ARTICLE II

MEMBERS

7. Initial Members. The initial members of the LLC, their initial capital contributions, and their percentage interest in the LLC are:

Initial Members Percentage Interest in LLC Capital Contribution

8. Additional Members. New members may be admitted only upon the consent of a majority of the Members and upon compliance with the provisions of this agreement.

ARTICLE III

MANAGEMENT

9. Management. The Members have elected to manage the LLC as follows (check as appropriate):

The management of the LLC shall be vested in the Members without an appointed manager.

The Members hereby delegate the management of the LLC to Manager(s), subject to the limitations set out in this agreement.

g) There shall be initial Managers.

h) The initial Manager(s) is/are:

10. Officers and Relating Provisions. In the event the Members elect to manage the LLC, rather than appointing a manager, the Members shall appoint officers for the LLC and the following provisions shall apply:

(a) Officers. The officers of the LLC shall consist of a president, a treasurer and a secretary, or other officers or agents as may be elected and appointed by the Members.

(b) Election and Term of Office. The officers of the LLC shall be elected annually by the Members by a majority vote.

(c) Removal. Any officer or agent may be removed by a majority of the Members whenever they decide that the best interests of the Company would be served thereby.

(d) Vacancies. A vacancy may be filled by the Members for the unexpired portion of the term.

11. Member Only Powers. Only a majority of the Members may: (a) sell or encumber real estate owned by the LLC, or (b) incur debt, expend funds, or otherwise obligate the LLC if the debt, expenditure, or other obligation exceeds .

ARTICLE IV

CONTRIBUTIONS, PROFITS, LOSSES, AND DISTRIBUTIONS

12. Interest of Members. Each Member shall own a percentage interest in the LLC.

13. Contributions. The initial contributions and initial percentage interest of the Members are as set out in this Agreement.

14. Additional Contributions. Only a majority of the Members of the LLC may call on the Members to make additional cash contributions as may be necessary to carry on the LLC's business.

15. Record of Contributions/Percentage Interests. This Agreement, any amendment(s) to this Agreement, and all Resolutions of the Members of the LLC shall constitute the record of the Members of the LLC.

16. Profits and Losses. The profits and losses and all other tax attributes of the LLC shall be allocated among the Members on the basis of the Members' percentage interests in the LLC.

17. Distributions. Distributions of cash or other assets of the LLC shall be made in the total amounts and at the times as determined by a majority of the Members.

18. Change in Interests. If during any year there is a change in a Member's percentage interest, the Member's share shall be determined under a method which takes into account the varying interests during the year.

ARTICLE V

VOTING; CONSENT TO ACTION

19. Voting by Members. Members shall be entitled to vote on all matters in accordance with each Member’s percentage interest.

20. Majority Required. A majority of the Members, based upon their percentage ownership, is required for any action.

21. Meetings - Written Consent. Action of the Members or Officers may be accomplished with or without a meeting.

22. Meetings. Meetings of the Members may be called by any Member owning 10% or more of the LLC, or by any Manager or officer.

23. Majority Defined. As used throughout this agreement the term “Majority” of the Members shall mean a majority of the ownership interest of the LLC as determined by the records of the LLC.

ARTICLE VI

DUTIES AND LIMITATION OF LIABILITY MEMBERS, OFFICERS, AND PERSONS SERVING ON ADVISORY COMMITTEES; INDEMNIFICATION

24. Duties of Members: Limitation of Liability. The Members, Managers and officers shall perform their duties in good faith, in a manner they reasonably believe to be in the best interests of the LLC.

25. Members Have No Exclusive Duty to LLC. The Members shall not be required to participate in the LLC as their sole and exclusive business.

26. Protection of Members and Officers.

(a) As used herein, the term “Protected Party” refers to the Members and officers of the Company.

(b) A Protected Party acting under this Agreement shall not be liable for good faith reliance on the provisions of this Agreement, the records of the LLC, or information presented by experts.

(c) The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Protected Party, replace such other duties and liabilities.

27. Indemnification and Insurance.

(a) Right to Indemnification.

(i) Any person who is or was a member or officer of the LLC may be indemnified and held harmless by the LLC.

(ii) Any person who is or was a member or officer of the LLC in a criminal action may be indemnified and held harmless by the LLC.

(b) Advancement of Expenses.

(c) Non-Exclusivity of Rights.

(d) Insurance.

(e) Effect of Amendment.

ARTICLE VII

MEMBERS INTEREST TERMINATED

28. Termination of Membership. A Member’s interest in the LLC shall cease upon specified events.

(a) Withdrawal on 30 days' notice.

(b) Assignment to a qualified third party.

(c) Death.

(d) Court adjudication of incompetence.

(e) Estate distribution of entire interest.

(f) Bankruptcy, assignment for benefit of creditors, or similar proceedings.

(g) Commencement of reorganization or insolvency action not dismissed within 120 days.

(h) Appointment of trustee/receiver not vacated within 90 days.

(i) Other applicable code provisions not inconsistent with dissociation events.

29. Effect of Dissociation. A dissociated Member shall no longer be considered a Member and shall have no rights of a Member.

ARTICLE VIII

RESTRICTIONS ON TRANSFERABILITY OF LLC INTEREST; SET PRICE FOR LLC INTEREST

30. LLC Interest. The LLC interest is personal property. A Member has no interest in property owned by the LLC.

31. Encumbrance. A Member can encumber his LLC interest only with the consent of a majority of the other Members.

32. Sale of Interest. A Member can sell his LLC interest only as follows:

(a) Offer to LLC first at the then existing Set Price.

(b) Other Members may buy on a pro rata basis.

(c) Remaining interest may be assigned to a non-member.

(d) Sale must close within 90 days of notice to the LLC.

(e) A non-member purchaser cannot exercise Member rights unless admitted as a Member.

33. Set Price. The Set Price for purposes of this Agreement shall be the price fixed by consent of a majority of the Members.

ARTICLE IX

OBLIGATION TO SELL ON A DISSOCIATION EVENT CONCERNING A MEMBER

34. Dissociation. Upon the occurrence of a dissociation event with respect to a Member, the LLC and the remaining Members shall have the option to purchase the dissociated Member's interest at the Set Price.

ARTICLE X

DISSOLUTION

35. Termination of LLC. The LLC will be dissolved only upon the written consent of a majority of the Members.

36. Final Distributions. Upon the winding up of the LLC, the assets must be distributed to creditors, then to Members in satisfaction of liabilities, and finally to Members for return of contributions and LLC interests.

ARTICLE XI

TAX MATTERS

37. Capital Accounts. Capital accounts shall be maintained consistent with Internal Revenue Code § 704 and the regulations thereunder.

38. Partnership Election. The Members elect that the LLC be taxed as a partnership and not as an association taxable as a corporation.

ARTICLE XII

RECORDS AND INFORMATION

39. Records and Inspection. The LLC shall maintain at its place of business the Articles of Organization, any amendments thereto, this Agreement, and all other LLC records required to be kept by the Act.

40. Obtaining Additional Information. Each Member may obtain from the LLC information regarding the state of the business and financial condition of the LLC and tax returns.

ARTICLE XIII

MISCELLANEOUS PROVISIONS

41. Amendment. Any amendment to this Agreement may be proposed by a Member and approved in writing by a majority of the Members.

42. Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Missouri.

43. Pronouns, Etc. References to a Member or Manager shall be deemed to include masculine, feminine, singular, plural, individuals, partnerships or corporations where applicable.

44. Counterparts. This instrument may be executed in any number of counterparts each of which shall be considered an original.

45. Specific Performance. The nonbreaching Members shall be entitled to injunctive relief to prevent breaches of this Agreement.

46. Further Action. Each Member agrees to perform all further acts and execute documents necessary to carry out the provisions of this Agreement.

47. Method of Notices. All written notices required or permitted by this Agreement shall be hand delivered or sent by registered or certified mail.

48. Facsimiles. Copies, facsimiles, telecommunication or other reliable reproductions may be substituted for originals.

49. Computation of Time. In computing any period of time under this Agreement, the day of the act, event or default shall not be included.

WHEREFORE, the Parties have executed this Agreement on the dates stated below their signatures on the attached signature page for each individual Party.

NOTICE: EACH MEMBER HEREBY CERTIFIES THAT HE OR SHE HAS RECEIVED A COPY OF THIS OPERATING AGREEMENT AND FORMATION DOCUMENT OF , A MISSOURI LIMITED LIABILITY COMPANY.

Members

Print Name of Member:

Address:

City, State, Zip:

Phone:

Print Name of Member:

Address:

City, State, Zip:

Phone:

Print Name of Member:

Address:

City, State, Zip:

Phone:

Print Name of Member:

Address:

City, State, Zip:

Phone:

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What the Missouri LLC Operating Agreement Is and Why It Matters

A Missouri LLC Operating Agreement is a private contract among the members of a limited liability company that governs management, ownership percentages, voting rights, distributions, duties, and procedures for changes or dissolution. Although Missouri does not require filing the operating agreement with the Secretary of State, the document sets default rules or overrides statutory default provisions, clarifies tax classification choices, and helps preserve limited liability by documenting corporate formalities and member expectations.

Key reasons to have a clear, written operating agreement

A written Missouri LLC Operating Agreement establishes internal governance, reduces member disputes, documents economic rights and responsibilities, and supports creditor and tax positions. It demonstrates the LLC is a separate legal entity and helps protect members from personal liability when properly maintained.

Key reasons to have a clear, written operating agreement

Who typically prepares and relies on an operating agreement

The agreement is a living document that members update when ownership, management, or tax elections change.

  • Founders and members drafting governance and capital contributions before operations begin.
  • Managers and officers documenting decision-making authority and voting procedures.
  • Accountants and tax advisors aligning the agreement with entity tax treatment and capital accounts.

Step-by-step: completing a Missouri LLC Operating Agreement

Follow a consistent order to ensure all governance, financial, and exit provisions are covered and to simplify signing and retention.

  • 01
    Prepare: Gather member names, ownership percentages, and contribution details.
  • 02
    Choose Tax Treatment: Record whether the LLC elects partnership or corporate taxation and document date of election.
  • 03
    Define Governance: Specify manager-managed or member-managed structure and voting thresholds.
  • 04
    Finalize Signatures: Have all members sign, date, and retain executed copies for records.

Core clauses to include in a professional operating agreement

A complete Missouri LLC Operating Agreement addresses governance, financial arrangements, transfers, dispute resolution, tax matters, and amendment procedures to reduce ambiguity and legal risk.

Management

State whether the LLC is member-managed or manager-managed, define manager powers, and list reserved actions requiring member approval.

Capital and Distributions

Describe initial capital contributions, additional contribution obligations if any, distribution priorities, and allocation of profits and losses among members.

Voting and Meetings

Define voting thresholds for ordinary and major decisions, notice procedures, quorum requirements, and how meetings are called or waivers executed.

Transfers and Buyouts

Specify restrictions on transfers, right-of-first-refusal, buy-sell mechanics, valuation methodology, and permitted transferees.

Dissolution and Liquidation

Outline dissolution triggers, winding-up procedures, priority of payments, creditor claims process, and final distribution rules.

Amendments and Notices

Set the amendment process, required consent thresholds, and acceptable notice methods (mail, email, eSignature delivery).

Essential information fields to collect

Entity Name: Exact legal name
Registered Agent: Agent name and address
Member Names: Full legal names
Member Addresses: Street, city, state, ZIP
Tax ID: EIN or SSN as applicable
Effective Date: MM/DD/YYYY format

Configure an online completion workflow

Define roles, authentication, and document routing before sending the operating agreement for signatures to ensure a compliant, auditable process.

Field Configuration
Signer Order Sequential or parallel signer order setting
Authentication Email link, SMS code, or multi-factor
Required Fields Mark name, date, and contribution fields mandatory
Audit Trail Enable IP, timestamp, and action logging

Digital signing and technical requirements

Ensure the chosen provider supports ESIGN/UETA compliance, offers tamper-evident signed PDFs, and retains audit records for your required retention period.

  • File Formats: PDF and DOCX supported
  • Integrations: Connects to Google Workspace and Microsoft 365
  • Authentication Options: Email, SMS, and advanced auth

Where to file, send, and store the executed agreement

An operating agreement is typically retained by the LLC and shared with members, lenders, and advisors; it is not filed with the Secretary of State in most jurisdictions.

  • Internal Record: Store signed originals in the LLC's corporate records
  • Members: Provide each member a signed copy
  • Lenders/Investors: Share redacted copies as required by finance parties
  • Cloud Backup: Retain encrypted copies in secure cloud storage

Timing and typical schedule considerations

Key timing items include the agreement effective date, alignment with tax elections, and any internal deadlines for member capital contributions or annual filings.

Effective Date Selection:

Sets when obligations start; coordinate with Articles of Organization.

Capital Contribution Deadlines:

Specify dates when initial or follow-up contributions are due.

Tax Election Coordination:

File IRS elections by applicable tax deadlines when needed.

Annual Review:

Schedule regular reviews to update provisions after changes.

Record Retention:

Retain executed agreements according to compliance policies.

Common preparation mistakes to avoid

  • Leaving ownership percentages vague or inconsistent, which can trigger disputes and complicate distributions.
  • Failing to document capital contributions and valuation method, producing disagreements on member equity.
  • Not specifying voting thresholds for major decisions, resulting in governance deadlocks during critical events.
  • Using boilerplate transfer language without buy-sell mechanics, creating uncertainty when members exit or die.

Risks and legal consequences of an incomplete or incorrect agreement

Personal Liability: Risk of veil piercing if corporate formalities are not documented
Tax Exposure: Unclear tax allocations may trigger audits or reclassifications
Disputes: Ambiguity increases litigation risk and costs
Creditor Claims: Poor records can weaken defenses to creditor actions
Withholding Issues: Missing W-9 data can trigger 24% backup withholding
Enforcement Delay: Unsigned or undated agreements reduce enforceability

Comparing eSignature vendor pricing and key commercial limits

Common considerations for signing a Missouri LLC Operating Agreement include per-user pricing, bulk send, audit trail availability, HIPAA support, and envelope or session caps when using cloud signing services.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes Varies
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Frequently asked questions about Missouri LLC Operating Agreements

Answers address common execution, enforceability, and recordkeeping issues for operating agreements in Missouri and how electronic execution fits with U.S. law.


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