Operating Agreement Template Missouri

OPERATING AGREEMENT FOR [COMPANY FULL LEGAL NAME], LLC

Document ID: MO-LLC-OA-[YYYY][MM][DD]-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: State of Missouri

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LEGAL DISCLAIMER

This document is a template prepared for informational purposes and reflects general provisions under the Missouri Limited Liability Company Act (Chapter 347, RSMo). It does not constitute specific legal advice. Parties should consult with qualified Missouri legal counsel to ensure compliance with specific business objectives, tax implications (including potential S-Corp or Partnership elections), and internal governance needs.

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1. ORGANIZATION AND PARTIES

This Operating Agreement (the "Agreement") is entered into as of the [Effective Date] by and among the Members identified in Schedule A (collectively, the "Members"). The Members have formed a Limited Liability Company under the laws of the State of Missouri by filing Articles of Organization with the Missouri Secretary of State.

2. NAME AND PRINCIPAL OFFICE

The name of the Company is [Company Full Legal Name], LLC. The principal place of business shall be located at [Principal Address], or such other location as the Members may determine.

3. PURPOSE AND TERM

The purpose of the Company is to conduct any lawful business for which a limited liability company may be organized under the laws of the State of Missouri. The Company shall exist in perpetuity unless dissolved in accordance with this Agreement or the Missouri Limited Liability Company Act.

4. CAPITAL CONTRIBUTIONS

Each Member has contributed the capital set forth in Schedule A. No Member shall be required to make any additional capital contribution unless unanimously agreed upon in writing.

5. ALLOCATIONS AND DISTRIBUTIONS

Profits and losses shall be allocated among the Members in proportion to their respective percentage interests. Cash distributions shall be made at such times and in such amounts as determined by the Members, subject to the solvency requirements of Missouri law.

6. MANAGEMENT

The Company shall be [Member-Managed / Manager-Managed].

• If Member-Managed: All Members shall have the right to participate in the management of the Company. Decisions shall be made by a majority vote of the percentage interests.
• If Manager-Managed: The business shall be managed by a Manager appointed by the Members. The Manager shall have the authority to bind the Company in the ordinary course of business.

7. TRANSFERS OF INTEREST

No Member may sell, assign, encumber, or otherwise transfer their interest in the Company without the prior written consent of a majority of the other Members. Any attempted transfer in violation of this section shall be void.

8. DISSOLUTION AND LIQUIDATION

The Company shall dissolve upon: (a) the written agreement of all Members; (b) the entry of a decree of judicial dissolution; or (c) any other event requiring dissolution under the Missouri Limited Liability Company Act. Upon dissolution, the Company’s assets shall be liquidated, and proceeds applied to creditors, then to Members in accordance with their capital accounts.

9. CONFIDENTIALITY

Each Member acknowledges that they may receive proprietary information. Each Member agrees to hold such information in strict confidence and shall not disclose it to any third party without prior written consent, except as required by law.

10. REPRESENTATIONS AND WARRANTIES

Each Member represents and warrants that: (a) they have full power and authority to enter into this Agreement; (b) this Agreement constitutes a legal, valid, and binding obligation; and (c) the execution of this Agreement does not conflict with any other agreement to which the Member is a party.

11. INDEMNIFICATION AND LIMITATION OF LIABILITY

To the fullest extent permitted by Missouri law, the Company shall indemnify any person who is or was a party to any proceeding by reason of the fact that they are or were a Member or Manager. No Member or Manager shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member or Manager.

12. DISPUTE RESOLUTION

Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration in [County], Missouri, in accordance with the rules of the American Arbitration Association. The prevailing party shall be entitled to reasonable attorney fees and costs.

13. GOVERNING LAW

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Missouri, without regard to its conflict of laws principles.

14. MISCELLANEOUS

• Entire Agreement: This Agreement constitutes the entire understanding of the parties and supersedes all prior agreements.
• Severability: If any provision is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original.

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EXECUTION

FOR [COMPANY FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

FOR [MEMBER / COUNTERPARTY NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Preparation: Open this template in a word processor. Replace all bracketed text [...] with actual data. Do not leave any brackets unfilled.
2. Schedule A Creation: Create a supplemental document titled "Schedule A" listing each Member’s name, address, capital contribution amount (e.g., $10,000 USD), and ownership percentage. Attach this to the Agreement.
3. Verification: Verify the signatory authority. If a Member is an entity, ensure the signatory has corporate authority (via Board Resolution or similar) to bind that entity.
4. Execution: Use an e-signature platform (e.g., DocuSign, Adobe Sign) to facilitate execution. This provides an audit trail required for institutional record-keeping.
5. Record Retention: Once signed, maintain the original in the Company's "Minute Book" or digital corporate records repository.
6. Filing: While this Agreement does not need to be filed with the Missouri Secretary of State (only the Articles of Organization are filed), ensure a copy is provided to the Company’s registered agent and tax accountant for pass-through entity tax filings.