North Dakota LLC Operating Agreement

North Dakota LLC Laws and Definition

North Dakota's LLC statute is Chapter 10-32.1 of the North Dakota Century Code. Sections 10-32.1-13 to 10-32.1-15 deal with the operating agreement. Section 10-32.1-13 covers what the agreement governs, section 10-32.1-14 covers how it starts and who is bound by it, and section 10-32.1-15 covers amendments and filed records.

Under N.D.C.C. § 10-32.1-13, and except as otherwise provided in subsections 2 and 3, the operating agreement governs the following matters.^[1.1]

• The relations among the members as members, and between the members and the limited liability company
• The rights and duties under the chapter of a person acting as a manager or governor
• The activities of the company and the conduct of those activities
• The means and conditions for amending the operating agreement

Duties, Amendments and Filed Records

North Dakota lets an operating agreement adjust some duties of its members, set conditions for its own amendment, and settle conflicts with records filed with the Secretary of State. The rules come from N.D.C.C. §§ 10-32.1-13 and 10-32.1-15 and are explained below.

Restricting or eliminating duties

If a term is not manifestly unreasonable, the operating agreement may restrict or eliminate three duties of a member.^[1.1]

• The duty to account to the company and to hold as trustee for it any property, profit, or benefit the member derives in the conduct or winding up of the company's business, from using the company's property, or from appropriating a company opportunity
• The duty to refrain from dealing with the company in the conduct or winding up of its business as, or on behalf of, a party with an interest adverse to the company
• The duty to refrain from competing with the company in the conduct of its business before the company is dissolved

The court decides any claim that a term of an operating agreement is manifestly unreasonable.^[1.1]

Amendments that need outside approval

An operating agreement may specify that its amendment requires the approval of a person that is not a party to the agreement, or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.^[1.3]

Conflicts between a filed record and the agreement

Sometimes a record that the company delivered to the Secretary of State for filing has become effective and conflicts with a provision of the operating agreement. In that case, two rules apply.^[1.3]

• The operating agreement prevails as to members, dissociated members, transferees, managers, and governors.
• The record prevails as to other persons to the extent they reasonably rely on the record.

Fill Out the North Dakota LLC Operating Agreement Form

The FormsPal North Dakota LLC operating agreement is a single-member agreement for a manager-managed LLC. One member signs it as the sole equity member. Work through the parts below in the order they appear on the form. Page numbers refer to the PDF.

1. Preamble (page 1). Enter the company name, the state of formation, the date and the member who signs. Add the date the initial Articles of Organization were filed and the LLC statute the form refers to. The form prints 2021 as the year, so change it.
2. Sections 1 to 3: name, office and registered agent (page 1). Repeat the company name, then enter the principal business office and the name and address of the registered agent.
3. Section 6: Purposes (page 2). Tick one box. Either describe the business in your own words or choose "All matters permitted by applicable law."
4. Section 8: Managers (pages 2 to 4). Enter the initial number of Managers. Their names go on Schedule B. On pages 3 and 4, tick one box for Manager compensation.
5. Section 9: Officers (page 4). Tick whether the company will have no Officers or will have Officers. If it will, state the role of each.
6. Section 15: Fiscal Year (page 6). Enter the date the fiscal year starts and the date it ends.
7. Section 30: Effectiveness (page 10). Enter the date the entity was legally formed, which is the date the initial Articles of Organization were filed.
8. Signature block (page 11). The member signs on the "By" line and prints a name and title.
9. Schedule A: Definitions (page 12). Enter the date of the Articles of Organization in the definition. The rest of the schedule is fixed text.
10. Schedule B: Member, Managers and Officers (page 14). List the member's name and address, the initial Managers and, if you chose to have them, the initial Officers.
11. Schedule C: Initial capital contribution (page 15). Describe what the member contributed to the company.

To fill in or edit the downloaded PDF on screen, use our online PDF editor.

Browse more North Dakota PDF forms for the rest of your paperwork. If the company will hire staff, FormsPal also has a North Dakota non-compete agreement.

Frequently Asked Questions

The answers below stick to what N.D.C.C. §§ 10-32.1-13 and 10-32.1-14 say about the operating agreement. They do not cover filing the LLC with the state or the other parts of forming a North Dakota LLC.

Can I write my own operating agreement for my LLC?

North Dakota law leaves the company's internal affairs to the operating agreement. The agreement governs the members' relations, the rights and duties of managers and governors, the company's activities, and how the agreement is amended.^[1.1] The statute makes exceptions in subsections 2 and 3 of N.D.C.C. § 10-32.1-13. You can start from the FormsPal LLC operating agreement template and fill in your own terms.

Can an LLC with one member have an operating agreement?

Yes. One person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement.^[1.2]

Can members agree to an operating agreement before the LLC exists?

Yes. Two or more persons intending to become the initial members of a limited liability company may make an agreement. It can provide that upon the formation of the company the agreement will become the operating agreement.^[1.2]

Who is bound by an LLC operating agreement?

Under N.D.C.C. § 10-32.1-14, two parties are bound.

• The limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement. In other words, the LLC does not have to agree to the terms itself for them to bind it.^[1.2]
• A person that becomes a member of a limited liability company is deemed to assent to the operating agreement. Deemed means the law treats the person as having agreed.^[1.2]

Other North Dakota Forms
Looking for some other North Dakota documents? We provide free forms and simple customization experience to anybody who hopes for having fewer to none issues when facing paperwork.

North Dakota Last Will North Dakota Bill of Sale North Dakota Power of Attorney North Dakota Non-compete Agreement North Dakota Prenuptial Agreement

General information, not legal or tax advice.

Sources

1. N.D.C.C. §§ 10-32.1-13 to 10-32.1-15.
   • 1.1 § 10-32.1-13
   • 1.2 § 10-32.1-14
   • 1.3 § 10-32.1-15

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