A North Dakota LLC operating agreement is the internal contract that governs ownership, management, and decision-making inside the company. North Dakota doesn’t require you to file it with the state, but Chapter 10-32.1 fills every silence with default rules that may not match how you actually run the business.
Choose the version that matches your North Dakota LLC structure.
Does a North Dakota LLC Need an Operating Agreement?
No. North Dakota does not require an LLC to adopt a separate written operating agreement. In fact, state law recognizes an agreement that is oral, in a record, implied, or any combination of those forms. An LLC is formed by filing Articles of Organization, not by filing its operating agreement.
For a standard business LLC, the Secretary of State currently lists a $135 registration fee. The official North Dakota business registration guide explains the state filing process.
Because North Dakota expressly allows an operating agreement to be oral or implied, state law does not impose a notarization requirement for the agreement itself.
How North Dakota Defines an Operating Agreement
“Operating agreement” means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in subsection 1 of section 10-32.1-13 and includes the operating agreement as amended or restated.
North Dakota’s definition is broader than a signed document. It expressly covers agreements made by all members, including a sole member, and recognizes oral, recorded, implied, or combined terms.
The agreement does not have to exist as one signed document. North Dakota recognizes all three forms, or a combination of them.
The statutory definition specifically includes an agreement of a sole member, so a one-owner LLC can have an operating agreement.
§ 10-32.1-13 makes the operating agreement the rulebook for member relationships, manager or governor rights and duties, company activities, and amendment procedures. When the agreement does not address one of those matters, Chapter 10-32.1 supplies the rule, subject to provisions the agreement cannot override.
North Dakota LLC Default Rules That Don’t Follow One-Member, One-Vote
North Dakota’s defaults are especially important for LLCs formed after July 31, 2017. Voting and economic rights do not automatically work on a one-member, one-vote basis, and the state even recognizes a board-managed LLC structure.
The LLC is member-managed unless the operating agreement expressly makes it manager-managed or board-managed.
§ 10-32.1-39(1)In a member-managed LLC created after July 31, 2017, voting power follows each member’s interest in pre-dissolution distributions. Ordinary-course disagreements are decided by a majority of that voting power.
§ 10-32.1-39(2)(b)For LLCs created after July 31, 2017, profits, losses, and pre-dissolution distributions generally follow the value of each member’s contributions unless the articles or operating agreement provide another rule.
§§ 10-32.1-30(5), 10-32.1-30.1In a post-2017 member-managed LLC, amending the operating agreement or taking an act outside the ordinary course requires all members when the agreement supplies no different amendment procedure.
§§ 10-32.1-13, 10-32.1-39(2)(b)A member can withdraw at any time, but the withdrawal may be wrongful. A wrongful dissociation can make that member liable for resulting damages.
§ 10-32.1-47An operating agreement may establish designated series with separate rights, property, obligations, or business purposes. The statute also provides conditions governing separate series liabilities.
§ 10-32.1-102These internal rules are separate from the LLC’s state filing obligations. Formation and later Secretary of State filings can be handled through the official North Dakota FirstStop portal.
