Legal Question in Business Law in Minnesota

is an operating agreement binding? or is it a pre cursor to an actual contract?


Asked on 12/11/10, 8:23 am

2 Answers from Attorneys

Nancy Delain Delain Law Office, PLLC

I presume you're talking about the operating agreement for a Limited Liability Company, or LLC, or Limited Liability Partnership, or LLP.

Operating agreements are binding. They trump the default law of the state in which the LLC/LLP was formed. They can be changed by agreement of a majority or supermajority (depending on what state governs the formation of the entity) of the membership of the LLC/LLP.

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Answered on 12/16/10, 8:32 am
Kevin B. Murphy Franchise Foundations, APC

As a Franchise Attorney I must ask what you mean by operating agreement. Do you mean an informal agreement that the parties have been operating under? If so, it is probably a valid contract, but an attorney would need to review everything to give you a definitive answwer. Consult with a good business or franchise attorney in your area for specific advice.

Mr. Franchise - Kevin B. Murphy, B.S., M.B.A., J.D.

Franchise Foundations, a Professional Corporation

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Answered on 12/16/10, 8:48 am


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