Legal Question in Business Law in Minnesota
is an operating agreement binding? or is it a pre cursor to an actual contract?
2 Answers from Attorneys
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.
THIS POST CONTAINS GENERAL INFORMATION AND IS INTENDED FOR ENTERTAINMENT PURPOSES ONLY. IT DOES NOT CONSTITUTE LEGAL ADVICE, NOR DOES IT CREATE ANY ATTORNEY-CLIENT RELATIONSHIP. FOR LEGAL ADVICE ON YOUR PARTICULAR MATTER, CONSULT YOUR ATTORNEY.
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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