Missouri 118bet金博宝 Operating Agreement

We offer operating agreement templates for single-member LLCs and multi-member LLCs (includingmember-managed and manager-managed) as well as a customizable operating agreement tool.

An188金宝搏官方网站is a legal document that outlines the ownership structure and operating procedures of an LLC.

Whether you are starting a single-member or multi-member LLC, your operating agreement should address all of the topics below. Some of these stipulations will not have much bearing on the actual operations of a single-member LLC, but are still important to include for the sake of legal formality.

1. Organization:When the LLC was officially formed, who its members are, and how ownership is divided. Multi-member LLCs may utilize an equal ownership structure or assign various members different “units” of ownership.
2. Management & Voting:Whether the LLC will bemanaged by its membersorby an appointed manager, and how members will go about voting on business matters. Typically, each member has one vote, but you may wish to give some members more voting power than others. For more information on managing your LLC, read ourMember-Managed vs Manager-Managedguide.
3. Capital Contributions:The amount of money each member has invested in the business. This is also where you should establish an approach to raising additional funds in the future.
4. Distributions:How profits and losses will be divided among the members. The most common option is to distribute profits evenly. If you want them divided a different way, this should be detailed in your operating agreement. For more information on the basics of LLC ownership, read ourContributions and Distributionsguide.
5. Changes to Membership Structure:How roles and ownership will be transferred in the event that a member leaves the company. It’s essential to lay out the process for buying out and/or replacing a member in the LLC’s governing document.
6. Dissolution:Dissolution: If at some point all the members of your LLC decide you no longer wish to conduct business, you should officially dissolve it. Outlining the hypothetical process of dissolving your business is an important aspect of your operating agreement. To learn how to dissolve your Missouri LLC, read ourMissouri LLC Dissolutionarticle.

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No matter what type ofMissouri LLCyou're starting, you'll want to create an operating agreement. Here's why:

1. It’s required by the state.According to the Revised Statutes of Missouri, Limited Liability Company Act§ 347.081, every Missouri LLC must adopt an operating agreement to govern the company’s operating procedures.
2. It'll prevent conflict among your business partners.If you're starting a multi-member LLC, having an operating agreement will prevent misunderstandings amongst your team by setting clear expectations about each partner's role and responsibilities.
3. It helps preserve your limited liability status.If you're the sole owner of a single-member LLC in Missouri, having an operating agreement will help to ensure your limited liability status is upheld by court officials, and add to your business's credibility as a whole.

The full text of the statutes can be found below:

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)对任何事需要投票,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.

Once you have finished your operating agreement, you do not need to file it with your state. Keep it for your records and give copies to the members of your LLC.

任何大公司事件后,如添加or losing a member, it is a good idea to review and consider updating the operating agreement. Depending on how your operating agreement is written, it may require some or all of the members to approve an amendment to the document.