What Is a New York LLC Operating Agreement?
A New York LLC operating agreement is a legal document that explains how a limited liability company (LLC) will operate. This document typically outlines:
- Who owns the LLC, and each member’s ownership interest
- How the company is managed
- How decisions are made, such as voting procedures for important decisions
- Member roles and responsibilities within the company
- How profits and losses are shared among members
The New York Department of State’s guide on forming a limited liability company (LLC) states that the operating agreement does not need to be filed with the state and should be kept with the company’s business records.
Is an LLC Operating Agreement Required in New York?
Yes. New York requires every LLC to adopt a written operating agreement under NY LLC Law § 417. This rule applies to both single-member and multi-member LLCs. The law also sets a clear timeline for adopting the agreement. LLC members may adopt the operating agreement:
- Before filing the Articles of Organization
- At the time the LLC is formed
- Within 90 days after filing the Articles of Organization
Under NY LLC Law § 417, this rule is often referred to as the New York LLC operating agreement 90-day requirement, because members must adopt the agreement within 90 days of forming the LLC.
If you plan to form a corporation instead of an LLC, use our free articles of incorporation template to get started.
New York LLC Operating Agreement Legal Considerations
There are several default rules for an NY LLC operating agreement. Your agreement can change many of these rules, but they will apply if your agreement does not specify something different.
- Management Structure: In New York, LLCs are generally member-managed by default. This means that all members of the LLC have the authority to manage the business, unless the Articles of Organization or the operating agreement appoints a manager (NY LLC Law § 401).
- Voting Requirements: Decisions usually require approval from the members who hold majority ownership interest in the LLC, unless the operating agreement specifies otherwise (NY LLC Law § 402).
- Member Withdrawal: Members cannot withdraw from the LLC in New York before it dissolves, unless the operating agreement allows it or sets rules for withdrawal (NY LLC Law § 606).
- Dissolution: An operating agreement may also define events that trigger the LLC’s dissolution. For example, through member votes or other conditions agreed upon by the members (NY LLC Law § 701).
Sample New York LLC Operating Agreement
Take a look at the sample New York LLC operating agreement template below to see what the document typically looks like. Once you’re ready, use Legal Templates’s step-by-step questionnaire to create yours and download it as a PDF or Word file.
