Free Missouri LLC Operating Agreement Template

A Missouri LLC operating agreement is an agreement that sets out how a limited liability company is run. Missouri law defines it as any valid agreement among all members, written or oral, or a written declaration by the sole member.[1] This free template is for an LLC with one member. Fill it out online, then download it as a PDF, Word or OpenDocument file.

Last Updated: October 2026. This guide is reviewed and updated regularly to reflect current Missouri law. If you notice an error or outdated information, please contact us.

Missouri LLC operating agreement preview

Create a free high quality Missouri LLC Operating Agreement online now!

Build Your Document

Answer a few simple questions to make your document in minutes

Save and Print

Save progress and finish on any device, download and print anytime

Sign and Use

Your valid, lawyer-approved document is ready

Download the Missouri LLC Operating Agreement: PDF or Word (.docx) or OpenDocument (.odt)

Read every provision before you sign. If a term is unclear, ask a lawyer to review the agreement. Once you are satisfied, sign it and write the date it takes effect.

Missouri LLC Laws and Definition

Section 347.081 of the Missouri statutes says the members of a limited liability company must adopt an operating agreement. They choose its provisions, subject only to sections 347.010 to 347.187 and other law.[2.2]

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.

Mo. Rev. Stat. § 347.081

The agreement may contain any provision that is not inconsistent with law. It can cover how the company's business is run, the company's rights and powers, and the rights, powers and duties of its members, managers, agents and employees.[2.2]

The same law sets out these rules:

  • Written or oral. An operating agreement is any valid agreement among all members, written or oral, or a written declaration by the sole member.[1]
  • A limit. The agreement is subject only to sections 347.010 to 347.187 and other law, so it cannot override them.[2.1]
  • Freedom of contract. The statute gives the maximum effect to freedom of contract and to the enforceability of operating agreements.[2.2]
  • Enforcement. Any member can enforce the agreement at law or in equity, to the extent provided in applicable law.[2.2]
  • Existing agreements. Section 347.081 does not affect any otherwise valid agreement among the members.[2.2]

A single-member LLC does not need a co-owner to have an operating agreement. Missouri counts a written declaration by the sole member.[1]

Missouri LLCs are governed by the Missouri Limited Liability Company Act, sections 347.010 to 347.187 of chapter 347 of the Missouri statutes.[3.1]

Under Section 347.057, a member or manager of a Missouri LLC is not liable for the company's debts, obligations or liabilities solely by reason of being a member or manager.[4.1]

Single-Member LLC Operating Agreement in Missouri

A single-member LLC has one owner. Missouri's definition covers it, so a written declaration by the sole member counts as an operating agreement. It covers the conduct of the company's business and the rights, duties and obligations of the members and managers.[1] This template is written for a single-member LLC.

The template records who the Member is, who the Managers and Officers are, and what the Member put into the company. Many owners write one even when there is no co-owner to agree with, so the company's rules are on paper. If your LLC has more than one member, the statute speaks of an agreement among all members. Our LLC operating agreement template page has templates for other states.

Key Terms on the Missouri LLC Operating Agreement Form

The Missouri template uses a handful of terms you will see in most operating agreements. Member, Manager, Officer, registered agent, Articles of Organization, capital contribution and fiscal year each match a part of the form, so it helps to know them before you start.

  • Member. An owner of the LLC. This template has one Member, who signs it.
  • Manager. A person who runs the company day to day. Schedule B lists the initial Managers.
  • Officer. A person with a title and a role in the company. Section 9 asks whether the company has Officers.
  • Registered agent. The person or business named to receive official mail for the company. Section 3 asks for the agent's name and address.
  • Articles of Organization. The document that creates the LLC. The form asks for the date it was filed on page 1 and in Schedule A.
  • Capital contribution. What the Member puts into the company, such as money or property. Schedule C describes it.
  • Fiscal year. The period the company uses for its books. Section 15 asks for its start and end dates.

Under Section 347.061, property transferred to or otherwise acquired by the LLC becomes the LLC's property, and a member has no interest in specific LLC property.[5.1]

What the Missouri Operating Agreement Template Covers

The template is an operating agreement for an LLC with a single member. It has 31 numbered sections and three schedules. It is written for a manager-managed company that is owned by that one member. An LLC with several owners needs an agreement that names every member, so this form is not the right fit for it.

The form deals with these topics, in this order:

  • Name, principal business office and registered office (Sections 1 to 3).
  • The Member, who may act by written consent, and the certificates filed for the company (Sections 4 and 5).
  • Purposes and powers (Sections 6 and 7).
  • Managers, the Board, board meetings, committees, compensation, removal and Managers as agents (Section 8).
  • Officers, including the President, Vice President, Secretary and Treasurer (Section 9).
  • Limited liability, capital contributions and additional contributions (Sections 10 to 12).
  • Allocation of profits and losses, distributions, the fiscal year, and books and records (Sections 13 to 15).
  • Exculpation and indemnification of Covered Persons (Section 17).
  • Assignment of the Member's interest, resignation, and admission of additional Members (Sections 18 to 20).
  • Dissolution and the end of the company (Section 21).
  • Governing law, amendments, notices, effectiveness and disregarded entity status (Sections 26, 27, 29, 30 and 31).

Section 11 refers to Schedule C for the assets, services or other items the Member contributed. Section 12 says the Member is not required to make any additional capital contribution. Section 14 says the Board decides when distributions are made and in what amounts. Section 31 states the intent that the company be treated as a disregarded entity for federal tax purposes.

The Board may hold a meeting by telephone conference, and it may act without a meeting if every Manager consents in writing. A special meeting is called upon the written request of one or more Managers. The preamble says the Member adopts the agreement under the LLC statute you enter on page 1.

How to Fill Out the Missouri LLC Operating Agreement

The Missouri template is a single-member operating agreement. Most of it is fixed text, so you only fill in the parts below, in the order they appear on the form. Complete it online, or download the PDF and fill it in with our PDF editor.

  1. Title and preamble (page 1). Enter the company name, the state of formation, the day and month of the agreement, and the Member's name.
  2. Formation paragraph (page 1). Enter the state, the date the Articles of Organization were filed, and the LLC statute reference.
  3. Sections 1 to 3, name, office and registered agent (page 1). Repeat the company name and enter the principal business office address. In Section 3, enter the registered agent's name and address.
  4. Section 6, Purposes (page 2). Select one box. Either describe the business purpose or choose "All matters permitted by applicable law."
  5. Section 8, Managers (page 2). Enter the initial number of Managers. Their names go on Schedule B.
  6. Section 8(g), Compensation of Managers (page 3). Select one box. The second box is on page 4.
  7. Section 9, Officers (page 4). Choose whether the company has Officers. If it does, describe each Officer's role where the form asks.
  8. Section 15, Fiscal Year (page 6). Enter the date the fiscal year starts and the date it ends.
  9. Section 30, Effectiveness (page 10). Enter the date the company was legally formed, the same date you entered on page 1.
  10. Signature block (page 11). Sign on the By line as Member, then print your name and title. The form has no witness or notary lines.
  11. Schedule A, Definitions (page 12). Enter the date of the Articles of Organization in the definition. The rest is fixed text.
  12. Schedule B, Member, Managers and Officers (page 14). Enter the Member's name and address, the initial Managers and the initial Officers.
  13. Schedule C, Initial capital contribution (page 15). Describe what the Member put into the company.

Under Section 347.020, a Missouri LLC's name must contain the words limited company or limited liability company or the abbreviation LC, LLC, L.C. or L.L.C., and it may not contain words such as corporation, incorporated or limited partnership.[6.1]

Frequently Asked Questions

These answers cover the questions people ask most about the Missouri LLC operating agreement. Each one rests on the Missouri LLC statute, and that statute is listed in the sources.

Does an LLC need to file an operating agreement?

Missouri law says the members of a limited liability company must adopt an operating agreement. Its provisions are whatever the members think appropriate, subject only to sections 347.010 to 347.187 and other law.[2.2]

Can I write my own operating agreement for my LLC?

Yes. The agreement may contain any provision that is not inconsistent with law, including the rights, powers and duties of the company and its members, managers, agents and employees.[2.2]

Does Missouri require an operating agreement for LLC?

Yes. Under Section 347.081 of the Missouri statutes, the member or members must adopt an operating agreement with the provisions they deem appropriate.[2.2]

Is there any special requirement if you have an LLC in Missouri?

The members must adopt an operating agreement and decide what it says, within the limits of the LLC statute and other law.[2.2]

General information, not legal or tax advice.

Popular Local Operating Agreement Forms

An LLC operating agreement lets you organize your financial and working terms with your co-owners in a manner that fits your company. Below are the state-specific operating agreements our users research most often.

Sources

  1. Mo. Rev. Stat. 347.015.
  2. Mo. Rev. Stat. 347.081.1 §§ Mo. Rev. Stat. 347.081.1 to 347.081.
    • 2.1 Mo. Rev. Stat. 347.081.1
    • 2.2 § 347.081
  3. Mo. Rev. Stat. chapter 347
    • 3.1 §§ 347.010 to 347.187
  4. Mo. Rev. Stat. 347.057
    • 4.1 § 347.057
  5. Mo. Rev. Stat. 347.061
    • 5.1 § 347.061(1)
  6. Mo. Rev. Stat. 347.020
    • 6.1 § 347.020
Published: May 8, 2022
Jennifer M. Settles
Jennifer M. Settles
Author & Attorney
With over 25 years of experience as a business and transactional attorney, Jennifer has mastered the craft of closing highly successful deals for her clients. Through her wide-ranging expertise in commercial contracts, real estate transactions, M&A and corporate law, Jennifer secures results that are second-to-none.