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The Minnesota Operating Agreement form serves as a crucial document for limited liability companies (LLCs) operating in the state. This form outlines the internal workings of the LLC, detailing the rights and responsibilities of its members. It includes provisions on the management structure, voting rights, and profit distribution, ensuring that all members have a clear understanding of their roles and obligations. Additionally, the agreement addresses how decisions are made, how disputes are resolved, and what happens in the event of a member's departure or the dissolution of the company. By establishing these guidelines, the Operating Agreement helps to prevent misunderstandings and conflicts among members, fostering a collaborative environment for business growth. It is essential for both new and existing LLCs to have a well-drafted Operating Agreement in place to protect their interests and ensure compliance with Minnesota law.

Form Example

Minnesota Operating Agreement

This Minnesota Operating Agreement is prepared in accordance with the Minnesota Limited Liability Company Act (the "Act") and is intended to govern the internal operations of the limited liability company in a manner that is consistent with the laws of the State of Minnesota.

Article I: The Limited Liability Company

1.1 Name of the Company: ____________________________ ("Company").

1.2 Principal Place of Business: ____________________________, ____________________, Minnesota, _____.

1.3 Formation. The Company was formed on _______________ (date) by filing the Articles of Organization with the Minnesota Secretary of State in accordance with the Minnesota Limited Liability Company Act.

Article II: Members

2.1 Names and Addresses of Members:

  • Member Name: ____________________________ Address: ____________________________
  • Member Name: ____________________________ Address: ____________________________

Article III: Contributions

3.1 Capital Contributions. Each Member has contributed to the Company capital as described below:

  • Member Name: ____________________________ Contribution: $_____________
  • Member Name: ____________________________ Contribution: $_____________

3.2 Additional Contributions. Additional contributions, if any, will be made only upon unanimous consent of all Members and will be in accordance with the terms agreed upon at such time.

Article IV: Distribution of Profits and Losses

4.1 Profits and losses will be allocated to the Members in accordance with their respective shares of ownership in the Company.

Article V: Management

5.1 Management of the Company shall be vested in the Members. Decisions requiring Member approval must be approved by Members holding more than 50% of the ownership interest in the Company.

Article VI: Fiscal Year

6.1 The fiscal year of the Company shall end on December 31st of each year.

Article VII: Amendments

7.1 Any amendments to this Operating Agreement must be approved by Members holding at least two-thirds of the ownership interests in the Company and must be in writing.

Article VIII: Dissolution

8.1 The Company may be dissolved upon the consent of Members holding at least two-thirds of the ownership interests in the Company. Upon dissolution, the Company shall be liquidated in an orderly manner in accordance with the Act.

This Operating Agreement is executed on this __________ day of ____________, 20_____, by the Members listed in Article II.

Member Signature: ____________________________ Date: _____/_____/_____

Member Signature: ____________________________ Date: _____/_____/_____

➤ Operating Agreement File

File Specs

Fact Name Description
Document Purpose The Minnesota Operating Agreement outlines the management structure and operating procedures for a limited liability company (LLC).
Governing Law This agreement is governed by the Minnesota Limited Liability Company Act, Minnesota Statutes Chapter 322C.
Member Rights Members of the LLC have defined rights and responsibilities as outlined in the agreement.
Management Structure The agreement specifies whether the LLC is member-managed or manager-managed.
Amendments Provisions for amending the agreement are typically included within the document.
Dispute Resolution Methods for resolving disputes among members may be outlined in the agreement.
Capital Contributions The agreement details the initial capital contributions made by each member.
Profit Distribution It specifies how profits and losses will be allocated among the members.
Duration The duration of the LLC, whether it is perpetual or for a specific term, is stated in the agreement.
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