New York · Operating agreement
New York LLC operating agreement
What New York's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my New York operating agreementIs an operating agreement required in New York?
Yes. New York's LLC Law tells the members to adopt a written operating agreement. The agreement may be entered into before, at the time of, or within 90 days after the articles of organization are filed. 1
With no agreement, New York's defaults apply: member-managed 2, profits by value of contributions 3.
Last checked .What New York’s LLC act says
New York calls the document an operating agreement. The act defines it as a written agreement of the members about the company's business and the conduct of its affairs. 4
The statute does not mention oral or implied agreements. 4
What New York’s act does not let an agreement change:
- It cannot limit a manager's liability for bad faith or intentional misconduct 1
- It cannot limit liability for a knowing violation of law 1
- It cannot limit liability for acts before the provision was adopted 1
Not confirmed for New York from an official source: whether a New York agreement is filed with the state, what New York's act says about a one-member company's agreement.
What happens with no agreement
Unless the articles of organization provide for managers, New York vests management of the LLC in its members. 2
New York splits profits and losses as the operating agreement says. If it is silent, the split follows the value of each member's contributions as stated in the company's records. 3
What the template covers in New York
- 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 York’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 York LLC
You form a New York LLC by filing with New York’s Division of Corporations.
The New York biennial statement is due every two years, in your formation anniversary month. 5
The Secretary of State is the agent for service of process of every New York LLC. The articles of organization must designate the Secretary of State as agent, or the LLC can't be formed (LLC Law §301(a)-(b)). 6
Search the New York business records at the Division of Corporations before you file: New York entity search.
The operating agreement for a New York LLC is separate from the New York formation filing.
The order form on this page shows $205 for the state filing: that is the amount charged at our checkout. The state's own fee is $200. 7
Common questions
Is an operating agreement required for an LLC in New York?
New York's LLC Law tells the members to adopt a written operating agreement. The agreement may be entered into before, at the time of, or within 90 days after the articles of organization are filed. 1
Is there a New York LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member New York LLC have an operating agreement?
We could not confirm from an official source what New York’s act says about a one-member company’s agreement. The template has a single-member version.
Does a New York operating agreement need to be notarized?
None of the New York rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a New York operating agreement, and is it filed?
We could not confirm from an official New York source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with New York’s Division of Corporations. 7
Also in New York
Sources 7 links, checked Oct 4, 2026 to Nov 13, 2026
- New York LLC act, section 417 nysenate.gov, checked Nov 13, 2026
the members of a limited liability company shall adopt a written operating agreement that contains any provisions not inconsistent with law or its articles of organization
- New York LLC act, section 401 nysenate.gov, checked Nov 13, 2026
Unless the articles of organization provides for management of the limited liability company by a manager or managers or a class or classes of managers, management of the limited liability company shall be vested in its members
- New York LLC act, section 503 nysenate.gov, checked Nov 13, 2026
If the operating agreement does not so provide, profits and losses shall be allocated on the basis of the value, as stated in the records of the limited liability company if so stated, of the contributions of each member
- New York LLC act, section 102 nysenate.gov, checked Nov 13, 2026
‘Operating agreement’ means any written agreement of the members concerning the business of a limited liability company and the conduct of its affairs
- New York biennial statement dos.ny.gov, checked Oct 4, 2026
- New York LLC act, section 301(a) nysenate.gov, checked Oct 14, 2026
- Official state fee schedule for LLC filings dos.ny.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains New York’s rules. It is not legal or tax advice.
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