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What goes into an LLC operating agreement?

Growth spurts aren't always fun. Just ask any teenager going through one. It can mean some achy joints and some embarrassing gawkiness. But we think most everyone would agree that the metamorphosis is usually one that is for the better.

When a Minnesota business goes through a growth spurt, some awkward situations can crop up, too. As we wrote in a recent article, one of the challenges it can present is a need to change the structure of the business organization. Is it time to advance from a sole proprietorship? What should the next step be? For many it might be to form a limited liability company or LLC.

As that article observed, LLCs are gaining in popularity. They're relatively simple to set up, compared to a full-fledged corporation. The structure offers members involved protection of limited liability similar to what's available under a corporation structure. But it's not as cumbersome to set up and has some tax advantages, too.

One of the crucial elements of any LLC is the creation and execution of an operating agreement. This document doesn't have to be as elaborate as articles of incorporation, but it isn't something that can be just dashed off and filed away, either. It's wise to undertake the task with an experienced attorney's help and review.

At the very least, most state laws require that LLC articles of organization include the company's name and principal address. In the case of Minnesota, the registration form also calls for the name and address of a registered agent. This is the person authorized to serve as the contact point for certain legal documents that might be sent to the company.

Names of the LLC members and possibly names of company managers may also be required, if they're known at the time of filing.

It's important to note that the state requires specific information and that all the information provided becomes a matter of public record. If some information is missing and if proper fees aren't paid, the articles may be returned without the registration becoming complete. Obviously, you want the process to be handled correctly and efficiently.

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Dunlap & Seeger, P.A.
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Rochester, MN 55904

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