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The Missouri LLC operating agreement is a required legal document that every LLC in Missouri must draft for their business. The document is used to define the structure of the business, establish individual responsibilities, document initial contributions, outline profit and loss allocation, and lay out other important details to help the business run smoothly.

From MO Rev Stat § 347.015 (2019):

(13) “Operating agreement”, any valid agreement or agreements, written or oral, among all members, or written declaration by the sole member concerning the conduct of the business and affairs of the limited liability company and the relative rights, duties and obligations of the members and managers, if any;

Missouri Operating Agreement Law

Per Section 347.081 of the Missouri Revised Statutes:

347.081. Operating agreement, contents — policy statement — enforceability, remedies. — 1. The member or members of a limited liability company shall adopt an operating agreement containing such provisions as such member or members may deem appropriate, subject only to the provisions of sections 347.010 to 347.187 and other law. The operating agreement may contain any provision, not inconsistent with law, relating to the conduct of the business and affairs of the limited liability company, its rights and powers, and the rights, powers and duties of its members, managers, agents or employees, including:
(1) Whether the management of the limited liability company shall be vested in one or more members, managers or other persons, and, if so, the powers and authority to be exercised by such persons;
(2) Providing for classes or groups of members having various rights, powers and duties, and providing for the future creation of additional classes or groups of members having relative rights, powers and duties superior or equal to existing classes and groups of members;
(3) The exercise or division of management or voting rights among different classes or groups of members, managers or other persons on a per capita or other basis;
(4) With respect to any matter requiring a vote, approval or consent of members or managers, provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on, waiver of notice, action by consent without a meeting, quorum requirements, authorizations by proxy, or any other matter with respect to the exercise of any voting or approval rights;
(5) Authorizing all or certain persons to execute articles, notices or documents permitted or required by sections 347.010 to 347.187;
(6) Restrictions on the transfer of members’ interests in the limited liability company, and options or rights to acquire or sell members’ interests in the limited liability company;
(7) The manner in which income, gain, deduction, loss, credit and items thereof are to be allocated to the members; and
(8) Provisions relating to any tax elections to be made by the limited liability company and the authorization of persons to make such elections.
2. It is the policy of sections 347.010 to 347.187 to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.
3. The operating agreement shall be enforceable at law or in equity by any member to the extent provided in applicable law.
4. This section shall not affect any otherwise valid agreement among members of a limited liability company.

Forming an LLC in Missouri

  1. Conduct a name search
  2. Choose a registered agent
  3. File formation articles
  4. Draft an operating agreement

To file formation articles, all Missouri LLCs need a legally registered business name. This name must include one of:

  • LLC
  • L.L.C.
  • LC
  • L.C.
  • Limited Company
  • Limited Liability Company

The name may not include other business designations like “corp” and must be distinguishable or unique from other business names in the state, including corporations.

The name may include professional titles that relate to a professional service, such as a doctor, lawyer, or CPA, as long as a licensed practitioner is a principal member or director of the LLC and completes verification (if necessary).

To conduct the name search, use the Missouri Secretary of State Business Entity Search website.

Step 2: Choose Your Registered Agent

All Missouri LLCs will need to elect a registered agent for their business. The agent will accept legal documentation for the company, including yearly forms, tax documents, and legal correspondence.

A Missouri registered agent may be an LLC member, non-affiliated individual, or business.

An individual agent must:

  • Be 18 years or older
  • Be a resident of the state
  • Have a physical (not a P.O. Box) address in Missouri

A registered agent service must be authorized to operate in the state to be considered a valid representative.

Missouri maintains a list of professional registered agents to choose from.

Step 3: File Your Formation Articles

New Domestic (in-state) Missouri LLCs must either complete and file Articles of Organization online, or complete the form and submit it through the mail.

Online Filing (Domestic):

Mailed Filing (Domestic):

  • $105 filing fee
  • Turnaround time: 5-7 business days upon receipt
  • Fill out the form online or after printing and mail to:

Standard Mail:

    • Corporations Unit

 

    • James C. Kirkpatrick State Information Center

 

    • P.O. Box 778

 

    Jefferson City, MO 65102

Priority Mail:

    • Corporations Unit

 

    • 600 W Main St.

 

    • Missouri State Information Center, Room 322

 

    Jefferson City, MO 65101-0778

In-Person Filing (Domestic):

  • $105 filing fee
  • Turnaround time: Same day
  • Fill out the form online or after printing and deliver to:

Corporations Unit
600 W Main St.
Missouri State Information Center, Room 322
Jefferson City, MO 65101-0778

Foreign LLCs expanding to Missouri must complete an Application for Registration, and file a Certificate of Existence from the original formation of the business.

Online Filing (Foreign):

Mailed Filing (Foreign):

  • $105 filing fee
  • Turnaround time: 5-7 business days upon receipt
  • Fill out the form online or after printing and mail to:

Standard Mail:

    • Corporations Unit

 

    • James C. Kirkpatrick State Information Center

 

    • P.O. Box 778

 

    Jefferson City, MO 65102

Priority Mail:

    • Corporations Unit

 

    • 600 W Main St.

 

    • Missouri State Information Center, Room 322

 

    Jefferson City, MO 65101-0778

In-Person Filing (Foreign):

  • $105 filing fee
  • Turnaround time: Same day
  • Fill out the form online or after printing and deliver to:

Corporations Unit
600 W Main St.
Missouri State Information Center, Room 322
Jefferson City, MO 65101-0778

Step 4: Draft a Missouri Operating Agreement

Missouri LLCs are required to draft an operating agreement – and for good reason. The document helps to create the guidelines that will be used to determine how the company is run, who plays what role, and how to handle organizational conflicts like dissolution in the future.

Individual members will receive rights and responsibilities in addition to financial liability protection thanks to separation of assets between member and business finances. It also helps to settle disputes between members and set procedures for removing someone from the company if required.

As a legal document, the operating agreement can be enforced in court. However, it does not need to be filed with the state. The LLC owners should keep a copy signed by all principal owners along with the original business filings, and may also want to keep a copy for themselves.