New York · Standard edition

New York LLC Operating Agreement Template

Create a New York LLC operating agreement online for a single-member or multi-member LLC. The Standard operating agreement covers members and ownership, capital contributions, profit allocation, tax classification, management, voting on major decisions, limited liability, transfers, dissolution, and New York state filings.

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New York rules built into this template

  • Governing statute: New York Limited Liability Company Law.
  • State filings: New York requires a written operating agreement, adopted before, at, or within 90 days after the filing of the articles of organization (N.Y. LLC Law § 417). Within 120 days after formation, the LLC must publish notice of its formation and file a certificate of publication with the Department of State (N.Y. LLC Law § 206), and it must file a biennial statement with the Department of State every two years.

What the LLC Operating Agreement includes

  1. Formation and Name
  2. Purpose
  3. Principal Office and Registered Agent
  4. Members
  5. Capital Contributions
  6. Profits, Losses, and Capital Accounts
  7. Tax Classification
  8. Distributions
  9. Management
  10. Voting and Major Decisions
  11. Limited Liability and Indemnification
  12. Duties and Conflicts of Interest
  13. Books, Records, and Banking
  14. Transfer Restrictions
  15. Death, Incapacity, or Withdrawal of a Member
  16. Dissolution and Winding Up
  17. State Filings and Compliance
  18. General Provisions
  19. Governing Law

Frequently asked questions

Does New York require an LLC operating agreement?
Yes. New York requires every LLC to adopt a written operating agreement before, at, or within 90 days after filing its articles of organization (N.Y. LLC Law § 417).
What annual filings does a New York LLC have?
New York requires a written operating agreement, adopted before, at, or within 90 days after the filing of the articles of organization (N.Y. LLC Law § 417). Within 120 days after formation, the LLC must publish notice of its formation and file a certificate of publication with the Department of State (N.Y. LLC Law § 206), and it must file a biennial statement with the Department of State every two years.
What is the difference between the Standard and Professional LLC Operating Agreement?
The Standard edition is a complete, state-aware LLC Operating Agreement for common situations. The Professional edition adds longer clause coverage, schedules, and optional modules for more complex matters. You can preview either edition free before you pay.

LLC Operating Agreement templates for other states

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