New York LLC Operating Agreement
A general sample you can copy, plus a plain-English guide. New York LLC Law section 417 requires members to adopt a written operating agreement before, at formation, or within 90 days after filing the articles.
By Cenk Karakuz · General sample, not a state-specific legal review · Editorial standards
Check your state's agreement requirements
New York LLC Law section 417 requires members to adopt a written operating agreement before, at formation, or within 90 days after filing the articles.
Read the official statuteWhat is a New York LLC operating agreement?
An operating agreement is a private legal document signed by all LLC members that governs how the company is owned, managed, and dissolved. Its provisions must comply with applicable state law.
An agreement can address decisions that would otherwise be governed by default law. Some statutory protections cannot be waived.
The operating agreement is not filed with the New York Department of State, Division of Corporations. It stays in your records, and every member should keep a signed copy.
Why your New York LLC needs one
- Bank documentation. A bank may request an operating agreement as part of its business-account documentation. Check the requirements of your chosen bank.
- Documents your choices. Specify voting rights, management, and allocations instead of assuming the default rules match your intentions.
- Protects against member disputes. Clear written procedures can help members address disagreements about distributions, management, and buyouts.
- Establishes single-member legitimacy. A written agreement records the owner's decisions about the company. It does not by itself guarantee liability protection.
- Tax-election compatibility. If you later want to elect S-Corp tax treatment, your operating agreement must be consistent with S-Corp ownership requirements.
Free New York LLC Operating Agreement Sample
Copy this template and fill in your details. For complex structures or multi-member LLCs with significant assets, have an attorney review it.
This template is for informational purposes. For LLCs with multiple members, significant assets, or complex arrangements, consult a New York business attorney.
What each section of your New York OA should cover
Article I — Organization
State your LLC's legal name exactly as it appears in your New York Department of State, Division of Corporations records, your registered agent's name and New York address, and the effective date. The purpose clause can be broad ("any lawful business") or specific to your industry.
Article II — Members and Ownership
List every member, their ownership percentage, and their capital contribution. These numbers control profit splits, voting weight, and buyout calculations unless you explicitly override them. Make sure percentages add up to exactly 100%.
Article III — Management
Decide whether members will manage the business or appoint managers, and check how this must be reflected in your formation documents. If you want a designated manager (common for passive investors), specify manager-managed and name the manager. Define which decisions require unanimous consent — typically: admitting new members, selling the company, taking on debt above a threshold, and amending the operating agreement.
Article IV — Finances
Specify how often distributions are made (monthly, quarterly, annually, or at manager discretion). Specify intended allocations and have a tax professional review them rather than assuming ownership percentages settle every tax question.
Article V — Transfer Restrictions
Transfers of economic interests and admission of a new member can follow different rules. Right of first refusal gives existing members the chance to buy out a departing member before anyone external gets in. Buy-sell provisions handle death, disability, divorce, or bankruptcy of a member.
Article VI — Dissolution
Describe what triggers dissolution and how assets are distributed. Have counsel confirm the payment priorities and distribution rules that apply under New York law. Having this written out prevents disputes during what is already a stressful process.
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New York LLC operating agreement: common questions
Is an operating agreement required for a New York LLC?
New York LLC Law section 417 requires members to adopt a written operating agreement before, at formation, or within 90 days after filing the articles.
What should a basic LLC operating agreement include?
At minimum: LLC name and principal address, member names and ownership percentages, capital contributions, profit and loss allocation, management structure (member-managed vs. manager-managed), voting rights and thresholds, transfer restrictions, buyout procedures, and dissolution process.
Does a single-member New York LLC need an operating agreement?
A written agreement can document a single member's ownership and management choices. Whether one is legally required depends on state law; bank documentation requirements also vary.
Do I need to file the operating agreement with the state?
No. New York does not require you to file your operating agreement with the New York Department of State, Division of Corporations. Keep signed copies with all members and at your principal office.
Can I amend the operating agreement later?
An agreement can provide an amendment process. Follow that process and applicable state law, including any required consents, and retain the amendment with the original.