Does an Operating Agreement Need to Be Notarized – Muskegon Business Attorney Explains

Dec 23, 2023 | Business Law

If you’re planning to start a business, creating a clear operating agreement is essential. Think of it like a roadmap. It lays out how the company will work, the roles of each person, and how money matters will be handled. Having an operating agreement in place not only avoids confusion but also helps prevent disagreements down the road. However, you might ask, “Does an operating agreement need to be notarized?” 

The simple answer is no, it’s not mandatory in Michigan, but many businesses choose to do it anyway. Why? Because notarization can enhance the credibility of the document, potentially simplifying future transactions and providing an added layer of assurance in case of legal challenges. Let our team of skilled business lawyers in Muskegon, MI further discuss operating agreements in this article, including how notarizing such documents can benefit your business operation.

What Is an Operating Agreement

An operating agreement is a legal document for businesses structured as limited liability companies (LLCs), which establishes the rules and regulations governing the business operations, the rights and responsibilities of its members, and other fundamental aspects of management and decision-making processes. Operating agreements provide a level of flexibility that allows members to customize the agreement according to the specific needs of the business and its owners.

While Michigan law does not legally require businesses to create an operating agreement, the absence of such a document could lead to potential complications. Without a clear set of internal rules and procedures, shareholder disputes or uncertainties regarding the management and operation may arise. Moreover, having no operating agreement in place means the LLC would be subject to the default provisions under the Michigan Limited Liability Company Act, which may not necessarily align with the preferences or intentions of the members.

Legal Requirements for Operating Agreements in Michigan

When drafting an operating agreement for an LLC in Michigan, it’s important to consider the specific legal requirements and regulations applicable in the state. For instance, Michigan law defaults the LLC to member management unless the operating agreement designates otherwise. If the members want to establish a manager-managed structure, it must be explicitly specified in the operating agreement.

The specific contents of an operating agreement may vary based on the needs of the LLC and its members. Here are some key components that are commonly included:

    • Business Information – introduces the LLC name, principal place of business, the purpose for which it is formed, and the date of its formation
    • Organization and Management – defines the power structure and decision-making processes within the LLC
    • Contributions of Members – establishes the financial and non-financial commitments of each member
    • Allocation of Profits and Losses – specifies how profits and losses will be allocated among members
    • Transfer of Membership Interests – outlines the conditions under which members can transfer their ownership interests to others
    • Member Rights and Responsibilities – clarifies the roles and authority of members and managers in the day-to-day operations
    • Dissolution – provides a plan for the orderly conclusion of the business, ensuring that all obligations are addressed
    • Dispute Resolution  – offers a structured approach to resolving conflicts, potentially avoiding legal battles and maintaining the stability of the LLC
    • Signatures – confirms the consent and commitment of all parties involved

Having a well-drafted operating agreement empowers members to address issues that might not be covered within state regulations, providing a more comprehensive and tailored framework for the internal operations of the company. To ensure that the operating agreement aligns with relevant laws and meets the unique requirements of the business and its members, it is best to seek legal guidance from qualified business lawyers in Muskegon, MI.

Notarization in Business Agreements

Notarization provides an additional layer of authentication and verification that enhances the credibility and reliability of documents. The process involves a notary public, a public official authorized to witness the signing of documents, verify the identity of the signatories, and administer oaths.

Michigan law does not require an operating agreement to be notarized. However, some businesses and individuals choose to notarize their operating agreements voluntarily. Notarizing the document offers several benefits, which include:

Infographic image of benefits of notarization

    • Establishment of a Clear Record. Notarization creates an unambiguous record of the individuals who executed the operating agreement. Such a record includes the date of signing, the identity of the signatories, and the acknowledgment of the notary. It can be valuable for reference, validation, and potential legal proceedings.
    • Reduced Risk of Fraud. Notaries can verify the identity of individuals signing documents, ensuring the parties involved are who they claim to be. Notarization minimizes the risk of identity theft, forgery, or other fraudulent practices, providing additional security to the operating agreement.
    • Evidentiary Weight in Legal Proceedings. Notarized operating agreements often carry greater evidentiary weight in legal proceedings. In case of disputes or legal challenges, courts may view notarized agreements as more reliable evidence of the parties’ intent and consent.
    • Prevention of Internal Disputes. Operating agreements often involve multiple members in an LLC. Notarization helps prevent internal disputes by providing a standardized process for verifying signatures and ensuring that all parties are aware of and agree to the terms outlined in the agreement.

Let Muskegon Business Attorney Draft Your Operating Agreement

An operating agreement serves as a legal contract among the members, clearly defining their rights, obligations, and the overall structure of the LLC. Hence, having a comprehensive and legally sound operating agreement is paramount to ensure a smooth business operation while safeguarding the interests of all stakeholders.

 

Bowen Law recognizes the significance of a well-drafted operating agreement in establishing a solid foundation for your LLC. Our knowledgeable business lawyers in Muskegon, MI can provide expert guidance to ensure that your operating agreement aligns with Michigan regulations, leaving no room for ambiguity or legal pitfalls. To schedule a consultation, call us at (231) 726-4484 or contact us here

 

DISCLAIMER:

The information provided on this website does not, and is not intended to, constitute legal advice. All information, content, and materials available on this site are for general informational purposes only.

Only your individual attorney can provide assurances that the information contained herein – and your interpretation of it – is applicable or appropriate to your particular situation.

If you have legal questions, please contact us at: (231) 726-4484

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Disclaimer:

The information provided on this website does not, and is not intended to, constitute legal advice. All information, content, and materials available on this site are for general informational purposes only.

Only your individual attorney can provide assurances that the information contained herein – and your interpretation of it – is applicable or appropriate to your particular situation.

If you have legal questions, please contact us at:
(231) 726-4484

Muskegon Business Law Attorneys of David T. Bowen, P.C. pursue cases of Business Law, Real Estate, and Estate Planning in Muskegon Michigan

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