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Missouri Limited Liability Company Operating Agreement

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LLC Sample Operating Agreement

MO-00LLC-1

LLC SAMPLE OPERATING AGREEMENT

This agreement is a sample operating agreement and should be modified to meet your needs. It provides for the LLC to be operated by one or more managers OR by the members. You will have to decide how you want your LLC to operate.

Read carefully and make appropriate changes to suit your individual needs and purposes.

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". To the extent permitted by the Act, the terms and provisions of this Agreement shall control if there is a conflict between such Law and this Agreement. The Parties intend that the LLC shall be taxed as a partnership. Any provisions of this Agreement, if any, that may cause the LLC not to be taxed as a partnership shall be inoperative.

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 . The Members may change the registered office and/or registered agent from time to time.

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:

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.

a) The Members shall elect and may remove the Manager(s) by majority vote.

b) A Manager shall serve until a successor is elected by the Members.

c) The Manager(s) shall have the authority to take all necessary and proper actions in order to conduct the business of the LLC.

d) Except for decisions concerning distributions, any Manager can take any appropriate action on behalf of the LLC, including, but not limited to signing checks, executing leases, and signing loan documents.

e) In determining the timing and total amount of distributions to the Members, the action of the Manager shall be based on a majority vote of the Managers, with or without a meeting.

f) The compensation to the Manager(s) shall be in the discretion of the majority of the Members of the LLC.

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 is any office because of death, resignation, removal, disqualification or otherwise may be filled by the Members for the unexpired portion of the term.

(e) President. The President shall be the chief executive officer of the LLC and shall preside at all meetings of the Members.

(f) The Treasurer. The Treasurer shall be the chief financial officer of the LLC.

(g) Secretary. The secretary shall keep the minutes, notices, records, register, and certify resolutions.

11. Member Only Powers. Notwithstanding any other provision of this Agreement, only a majority of the Members may: (a) sell or encumber (but not lease) any 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 based on contributions.

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 and of their respective interest therein.

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 of profits and losses and distributions in that year 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. Except as otherwise provided and delegated to the Officers or Managers, 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, if Managers were selected, by any Manager of the LLC, or if Officers were elected, by any 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 on the date of the action.

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) To the extent that, at law or in equity, a Protected Party has duties and liabilities relating thereto to the LLC or to any other Protected Party, a Protected Party acting under this Agreement shall not be liable for good faith reliance on:

(i) the provisions of this Agreement;

(ii) the records of the LLC; and/or

(iii) such information, opinions, reports or statements presented to the LLC by any person.

27. Indemnification and Insurance.

(a) Right to Indemnification.

(i) Any person who is or was a member or officer of the LLC and who is or may be a party to any civil action because of his/her participation in or with 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 and who is or may be a party to any criminal action because of his/her participation in or with the LLC may be indemnified and held harmless by the LLC.

(b) Advancement of Expenses. Expenses incurred by an indemnified person in defending any proceeding shall be paid in advance of the proceedings conclusion.

(c) Non-Exclusivity of Rights. The right to indemnification and payment of fees and expenses conferred in this section shall not be exclusive of any right which any person may have or hereafter acquire.

(d) Insurance. The Members may cause the LLC to purchase and maintain insurance for the LLC, for its Members and officers.

(e) Effect of Amendment. No amendment, repeal or modification of this Article shall adversely affect any rights hereunder with respect to any action or omission occurring prior to the date when such amendment, repeal or modification became effective.

ARTICLE VII

MEMBERS INTEREST TERMINATED

28. Termination of Membership. A Member’s interest in the LLC shall cease upon the occurrence of one or more of the following events:

(a) A Member provided notice of withdrawal to the LLC thirty (30) days in advance of the withdrawal date.

(b) A Member assigns all of his/her interest to a qualified third party.

(c) A Member dies.

(d) There is an entry of an order by a court of competent jurisdiction adjudicating the Member incompetent to manage his/her person or his/her estate.

(e) In the case of an estate that is a Member, the distribution by the fiduciary of the estate's entire interest in the LLC.

(f) A Member, without the consent of a majority of the Members, makes an assignment for the benefit of creditors or files bankruptcy-related actions.

(g) If within one hundred twenty (120) days after the commencement of any action against a Member seeking reorganization or similar relief, the action has not been dismissed and/or has not been consented to by a majority of the members.

(h) If within ninety (90) days after the appointment of a trustee, receiver, or liquidator, said appointment is not vacated or consented to by a majority of the members.

(i) Any of the events provided in applicable code provisions that are not inconsistent with the dissociation events identified above.

29. Effect of Dissociation. Any dissociated Member shall not be entitled to receive the fair value of his LLC interest solely by virtue of his dissociation.

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 by a security interest or other form of collateral 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) If a Member desires to sell his/her interest, in whole or in part, he/she shall give written notice to the LLC of his desire to sell all or part of his/her interest and must first offer the interest to the LLC.

(b) To the extent the LLC does not buy the offered interest of the selling Member, the other Members shall have the option to buy the offered interest at the Set Price on a pro rata basis.

(c) To the extent the LLC or the Members do not buy the offered interest, the selling Member can then assign the interest to a non-member.

(d) The selling Member must close on the assignment within ninety (90) days of the date that he gave notice to the LLC.

(e) A non-member purchaser of a member’s interest cannot exercise any rights of a Member unless a majority of the non-selling Members consent to him becoming 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. Except as otherwise provided, 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 and its affairs must be wound up 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 as follows: (a) to the LLC creditors; (b) to Members in satisfaction of liabilities for distributions; and (c) to Members first for the return of their contributions and secondly respecting their LLC interest.

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. Subject to reasonable standards, each Member may obtain from the LLC from time to time upon reasonable demand information regarding the state of the business and financial condition of the LLC and tax returns.

ARTICLE XIII

MISCELLANEOUS PROVISIONS

41. Amendment. Except as otherwise provided in this Agreement, any amendment to this Agreement may be proposed by a Member.

42. Applicable Law. To the extent permitted by 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. Each Member agrees with the other Members that the other Members would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms.

46. Further Action. Each Member, upon the request of the LLC, agrees to perform all further acts and to execute, acknowledge and deliver any documents which may be necessary, appropriate, or desirable 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. For purposes of this Agreement, any copy, facsimile, telecommunication or other reliable reproduction of a writing, transmission or signature may be substituted or used in lieu of the original.

49. Computation of Time. In computing any period of time under this Agreement, the day of the act, event or default from which the designated period of time begins to run 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.

EACH MEMBER REALIZES THAT AN INVESTMENT IN THIS COMPANY IS SPECULATIVE AND INVOLVES SUBSTANTIAL RISK.

EACH MEMBER IS AWARE AND CONSENTS TO THE FACT THAT THE INTERESTS IN THE COMPANY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY SECURITIES ACT OF THE STATE OF MISSOURI.

EACH MEMBER AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE FORMATION CERTIFICATE OR ARTICLES.

Members:

__________________________________

Name

__________________________________

Name

__________________________________

Name

__________________________________

Name

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 Limited Liability Company Operating Agreement Is

A Missouri Limited Liability Company Operating Agreement is a written contract among the members of an LLC that governs ownership, management, capital contributions, profit and loss allocation, and transfer of membership interests. Although Missouri does not require filing the operating agreement with the Secretary of State, having a clear, signed agreement documents internal rules, limits personal liability, and establishes how the company operates. This agreement complements the Articles of Organization, clarifies member rights and duties, and serves as the controlling contract in disputes or when banks, investors, or counterparties request documentation.

Why a Written Operating Agreement Matters for Missouri LLCs

A written operating agreement provides governance clarity, protects limited liability by documenting separation of member and company affairs, and helps prevent default statutory rules from applying. Courts and third parties often rely on the written agreement to resolve disputes or verify authority.

Why a Written Operating Agreement Matters for Missouri LLCs

Who Typically Prepares and Uses This Agreement

The operating agreement is used by founders, active members, passive investors, and managers to define roles and expectations in an LLC.

  • Managing members setting governance and voting rules for day-to-day operations and strategic decisions.
  • Passive investors documenting capital contributions, distributions, and transfer restrictions to protect economic interests.
  • Registered agents or outside counsel preparing standardized versions for multiple members or multi-entity holdings.

Use a written agreement at formation and update it when ownership, management, or tax treatment changes to keep the LLC aligned with member expectations.

Representative Roles and Their Responsibilities

Managing Member

The managing member runs daily operations, signs contracts on the LLC's behalf when authorized, and enforces budgetary and hiring decisions. The operating agreement should define the scope of authority, voting thresholds for major actions, and procedures for removing or replacing a managing member to avoid disputes.

Registered Agent

The registered agent accepts legal service and official notices for the LLC. The agreement should confirm the registered agent's address and procedures for updating that contact information to ensure timely receipt of summonses, annual notices, and compliance communications.

Essential Information to Include in the Agreement

Entity Name: Exact legal name
Principal Address: Street, city, state, ZIP
Member Information: Full names and ownership percentages
Capital Contributions: Cash or property amounts
Profit Allocation: Distribution formula
Governing Law: State law designation

Key Risks if the Agreement Is Incomplete or Incorrect

Default Statutes: State LLC law governs
Loss of Clarity: Disputes and litigation
Tax Consequences: Misclassified tax status
Credit Risk: Bank may require more documentation
Enforcement Issues: Voidable member actions
Fiduciary Exposure: Claims against managers

Common Preparation Pitfalls to Avoid

  • Failing to describe member voting thresholds clearly, which can leave control ambiguous and prompt litigation.
  • Using vague transfer restrictions that fail to address buyouts, valuations, or right of first refusal procedures.
  • Omitting procedures for member withdrawal or death, forcing probate or state default rules to fill gaps.
  • Neglecting to align the operating agreement with tax elections (e.g., S corporation election) and related distribution mechanics.

Step-by-Step: Completing the Operating Agreement

Follow these core steps to produce a clear and enforceable operating agreement for a Missouri LLC.

  • 01
    1. Identify parties: List every member with legal names and addresses.
  • 02
    2. Record contributions: Specify cash, property, or services and valuation method.
  • 03
    3. Define governance: Set manager vs member-managed structure and voting rules.
  • 04
    4. Sign and date: All members sign; include effective date.

How the Agreement Fits with Formation and Compliance

This section maps the agreement into the company lifecycle: formation, operations, amendments, and dissolution.

  • Formation: Draft agreement before or immediately after filing Articles of Organization.
  • Operations: Use agreement to authorize contracts and bank accounts.
  • Amendments: Follow specified voting thresholds and record changes in writing.
  • Dissolution: Specify wind-up procedures and distribution order.

Core Sections Every Professional Agreement Should Include

A thorough operating agreement addresses governance, economics, transfers, duties, dispute resolution, and amendment procedures to reduce ambiguity and legal exposure.

Membership Interests

Defines classes of membership, percentage interests, voting rights, and any special units or preferred economic rights to avoid future disputes about ownership and distributions.

Capital and Distributions

Specifies initial contributions, additional funding obligations, preferred returns, and distribution waterfalls so members understand how and when profits are paid.

Management Structure

Clarifies whether the LLC is member-managed or manager-managed, lists manager authority, and prescribes approval thresholds for major actions such as asset sales or incurring debt.

Transfer Restrictions

Sets buy-sell triggers, right of first refusal, valuation methods, and consent requirements for transfers to preserve member control and economic expectations.

Fiduciary Standards

States duties of care and loyalty, indemnification provisions, and limits on liability to align member expectations and reduce litigation risk.

Dispute Resolution

Includes mediation or arbitration clauses, governing law selection, and venue to provide predictable remedies and reduce court delays.

Typical Digital Signing Workflow Settings

Configure these settings when preparing the agreement for electronic completion to ensure proper signer authentication and record retention.

Field Configuration
Signer Order Sequential or parallel routing
Authentication Email, SMS code, or KBA
Reminders Automatic email reminders configured
Audit Trail Enable IP, timestamp, and action logs

Technical Considerations for eSigning and Storage

Confirm your eSignature provider supports required authentication and retention before sending the agreement.

  • ESIGN / UETA: Compliance with federal and state law
  • Document Formats: PDF and DOCX supported
  • Integrations: CRM and cloud storage links

Choose a platform that preserves an unalterable audit trail, supports secure storage with AES-256 encryption, and fits your integration needs to maintain chain-of-custody and evidentiary value.

When to Create, Update, and File Agreement-Related Documents

Follow these timing triggers to keep the LLC compliant and ensure the agreement reflects current operations.

At Formation:

Execute agreement before or shortly after filing Articles of Organization.

After Capital Changes:

Amend within 30–60 days of major capital contributions or transfers.

Annual Review:

Review terms annually or before significant business changes.

Before Major Transactions:

Amend to authorize mergers, asset sales, or new member admissions.

At Dissolution:

Record wind-up procedures and final distributions in writing.

Practical Tips for a Clear and Enforceable Agreement

Adopt straightforward language, align the agreement with state law, and document member intent to reduce future disputes.

Use plain, precise language
Avoid ambiguous phrases and define technical terms. Precise drafting reduces interpretation disputes and simplifies enforcement.
Specify voting thresholds
State whether ordinary business requires majority vote and which actions need supermajority or unanimous consent to prevent governance deadlocks.
Document valuations and buyouts
Include objective valuation methods for buy-sell events and price determination to streamline transfers and reduce litigation risk.
Keep amendments written
Require written amendments signed by required members and attach amended pages to the original agreement for recordkeeping.

eSignature Vendor Pricing Comparison for Executing Operating Agreements

Compare typical plan starting prices and key capabilities relevant to signing and storing a Missouri Limited Liability Company Operating Agreement; signNow is listed first per vendor comparison conventions.

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 No free trial No free trial No free trial No free trial
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Real-World Examples of Operating Agreement Use

These short examples show how different organizations use operating agreements to streamline transactions and preserve compliance.

Optica Ventures LLC

Optica streamlined signatures across investors to speed closings and establish authority.

  • They used an online signing workflow to collect member consents quickly.
  • The interface simplicity improved customer experience and reduced turnaround time for investment agreements without sacrificing auditability or record retention, supporting faster funding cycles while keeping a clear paper trail.

Martin Properties

A real estate operator documented member duties for property management to avoid disputes.

  • The agreement included distribution waterfalls for rental income.
  • By executing the agreement online and storing signed copies with an audit trail, the company maintained lender confidence, sped leasing and closing processes, and retained easy-to-access evidence of member approvals for audits.

Frequently Asked Questions About Missouri LLC Operating Agreements

Answers to common questions about enforceability, notarization, amendments, and electronic signatures for Missouri operating agreements.


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