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Minnesota LLC operating agreement

Answer the questions and the document assembles below. Each choice tells you what chapter 322C does if you say nothing — which is the part most people get wrong.

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Minnesota does not require an LLC to have an operating agreement. If you do not have one, chapter 322C still supplies a complete set of rules — you just do not get to pick them. The two defaults that surprise people most:

Money is split equally, not by what you put in. UnderMinn. Stat. § 322C.0404, subd. 1, distributions "must be in equal shares among members." Contribute $90,000 to your partner's $10,000 and you are each paid the same.
Votes are per person, not by percentage. UnderMinn. Stat. § 322C.0407, subd. 2, each member has equal management rights. A 90% owner and a 10% owner each get one vote.

Both can be changed — but only in writing, in advance. That is what this document is for.

The company

Company name (exactly as filed)Effective datePrincipal place of businessMinnesota county

Members and contributions

List everyone who will own part of the company. A single-member LLC is fine — just remove the second row.

Who runs the company?The members run it together — member-managed. Everyone with an ownership stake has a say in day-to-day decisions.One manager runs it — manager-managed. One person (who need not be an owner) handles operations; big decisions still go to the members.A board of governors runs it — board-managed. Corporate-style governance; useful if you expect outside investors.Manager's name (if manager-managed)

How is money split?Equally among members — same dollar amount each, regardless of contribution. This is what the statute does on its own.In proportion to ownership percentage — what most people assume happens automatically. It does not; you have to write it down.

How do votes work?One member, one vote — the statutory default.By ownership percentage — a 70% owner carries 70% of the vote.

Can someone sell their stake?Follow the statute — a member can sell the economic rights freely, but the buyer gets money only: no vote, no management, no records.Right of first refusal — the other members get 30 days to match any outside offer before it can be accepted.

Admitting a new member takes…Everyone's consent — any member can block a new owner.A majority — easier to bring people in, and easier to be outvoted.

How should disputes be handled?Minnesota district court in your county.Mediate first, then court — 60 days of good-faith mediation before anyone files.Binding arbitration — private and usually faster, but you give up a jury and most appeal rights.

Federal tax treatment (optional)

This states an intention; it does not make the election. The election itself is a separate IRS filing.

Leave it out of the agreementDisregarded entity (single member)Partnership (multi-member default)S corporation election intended

Sources

Every source below was retrieved and checked against this page on August 7, 2026.

Minn. Stat. § 322C.0110 (operating agreement; scope, function, and limitations) — Minnesota Office of the Revisor of Statutes
Minn. Stat. § 322C.0404 (sharing of and right to distributions before dissolution) — Minnesota Office of the Revisor of Statutes
Minn. Stat. § 322C.0407 (management of limited liability company) — Minnesota Office of the Revisor of Statutes
Minn. Stat. § 322C.0502 (transfer of transferable interest) — Minnesota Office of the Revisor of Statutes
Minn. Stat. § 5.36 (registered agent) — Minnesota Office of the Revisor of Statutes

Minnesota LLC operating agreement

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Sources