New Jersey · Operating agreement
New Jersey LLC operating agreement
What New Jersey's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my New Jersey operating agreementWhat New Jersey’s LLC act says
The quotes behind this section come from the act as the legislature passed it; later amendments may differ.
New Jersey calls the document the operating agreement. It is the agreement of all the members, including a sole member, and it includes the agreement as amended or restated. 4
New Jersey defines the operating agreement as an agreement that can be oral, in a record, implied, or any mix of those. The name used for it does not matter. 4
What New Jersey’s act does not let an agreement change:
- Eliminate the duty of loyalty or the duty of care 1
- Vary the requirement to wind up the company's business 1
One-member company. New Jersey lets one person intending to be the initial member assent to terms that become the operating agreement when the company forms. 5
Not confirmed for New Jersey from an official source: whether a New Jersey agreement is filed with the state.
What happens with no agreement
In New Jersey an LLC is member-managed unless its operating agreement says it is manager-managed, managed by managers, or uses words of similar meaning. 2
In New Jersey, distributions made before the company dissolves go in equal shares among members and dissociated members, with limited exceptions for transfers and charging orders. 3
What the template covers in New Jersey
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
New Jersey’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form a New Jersey LLC
You form a New Jersey LLC by filing with New Jersey’s Division of Revenue.
The New Jersey annual report is due the last day of your formation anniversary month. 6
Search the New Jersey business records at the Division of Revenue before you file: New Jersey entity search.
The operating agreement for a New Jersey LLC is separate from the New Jersey formation filing.
Common questions
Is an operating agreement required for an LLC in New Jersey?
New Jersey's LLC act does not tell an LLC to adopt an operating agreement. Where the agreement is silent on a matter, the act's own rules govern it (section 11). 1
Is there a New Jersey LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member New Jersey LLC have an operating agreement?
New Jersey lets one person intending to be the initial member assent to terms that become the operating agreement when the company forms. 5
Does a New Jersey operating agreement need to be notarized?
None of the New Jersey rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a New Jersey operating agreement, and is it filed?
We could not confirm from an official New Jersey source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with New Jersey’s Division of Revenue. 7
Also in New Jersey
Sources 7 links, checked Sep 1, 2026 to Nov 13, 2026
- New Jersey LLC act, C.42:2C-11. Text of the act as passed; later amendments are not shown. pub.njleg.state.nj.us, checked Nov 13, 2026
To the extent the operating agreement does not otherwise provide for a matter described in subsection a. of this section, this act governs the matter.
- New Jersey LLC act, C.42:2C-37. Text of the act as passed; later amendments are not shown. pub.njleg.state.nj.us, checked Nov 13, 2026
A limited liability company is a member-managed limited liability company unless the operating agreement …
- New Jersey LLC act, C.42:2C-34. Text of the act as passed; later amendments are not shown. pub.njleg.state.nj.us, checked Nov 13, 2026
Any distributions made by a limited liability company before its dissolution and winding up shall be in equal shares among members and dissociated members
- New Jersey LLC act, C.42:2C-2. Text of the act as passed; later amendments are not shown. pub.njleg.state.nj.us, checked Nov 13, 2026
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
- New Jersey LLC act, C.42:2C-12. Text of the act as passed; later amendments are not shown. pub.njleg.state.nj.us, checked Nov 13, 2026
One person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement.
- New Jersey annual report njportal.com, checked Sep 1, 2026
- Official state fee schedule for LLC filings nj.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains New Jersey’s rules. It is not legal or tax advice.
Ready to file? Start your New Jersey LLC.