Last updated
The short answer for Missouri is that the agreement stays private. The Secretary of State's FAQ says the Articles of Organization are the only creation document filed, and the office will not accept an operating agreement for filing. Our Missouri LLC page covers the filing itself. This page covers the document you keep in your own records.
Does Missouri require one?
We checked the state's LLC filing pages and forms. They do not ask you to file an operating agreement, and the Articles on form LLC-1 do not include one. The state's own definition, in section 347.015 of the Missouri statutes, is broad. It describes an operating agreement as any valid agreement or agreements, written or oral, among all members, or a written declaration by the sole member, about running the business and the rights and duties of members and managers.
That wording means an oral understanding can count. It also means a dispute turns on what people remember. Write it down. Our LLC operating agreement page has a free template that is generic and not legal advice.
What do you put in it that matters in Missouri?
Match the document to what you told the state.
- Management. Missouri asks on the Articles whether management sits with managers or members. If members manage, each one may be involved and bind the company. If managers manage, authority lies with one or more managers chosen by the members or named in the agreement. Say which, and say who.
- Limits on authority. The state says the agreement may restrict or place conditions on management in any manner the members desire. Use that for spending caps or the need for a vote on big contracts.
- Outside managers. A manager does not need to be a member.
- Name. Use the exact company name, ending in Limited Liability Company, Limited Company, LC, L.C., L.L.C. or LLC.
- Registered agent. Record who it is. A Missouri resident or authorized corporation is required, as set out on our Missouri registered agent page.
- Duration and dissolution. The Articles ask when the LLC ends, which may be perpetual. Repeat that choice.
- Series. The Articles have an optional box for a series LLC and refer to the operating agreement establishing designated series. Skip it unless you plan one.
One member or several?
A sole owner's version is simpler, and the state definition even allows a written declaration by the sole member instead of an agreement among people. Use single-member LLC operating agreement as a guide.
With two or more owners, cover contributions, profit shares, voting, what happens when a member leaves, and how a buyout works. Our multi-member LLC operating agreement page lists the topics.
Who signs what?
The organizer signs the Articles, and any person may do that, whether or not they will be a member or manager. The state lists each organizer's name and address on the form. The members sign the operating agreement. They can be different people, so a lawyer or a friend can file the Articles without becoming an owner.
What about taxes and the EIN?
The agreement does not replace tax paperwork. Get an EIN through how to get an EIN and let your accountant confirm how the LLC will be taxed. Keep a signed copy of the agreement where you can find it.
Where do you keep it?
Store a signed copy with your Articles of Organization and any amendments. Missouri does not collect it, so no one at the state can send you a replacement. Other states handle this differently, so if you also form in Iowa check that state's rules separately.
When you are ready to form, use the start an LLC form.