Limited liability company operating agreement new york

What we’ll cover

• New York LLC Operating Agreement FAQs
• New York LLC Operating Agreement checklist

What is a New York LLC Operating Agreement?

A New York LLC Operating Agreement is a legal document that outlines how a New York LLC will be run. New York LLC Operating Agreements list all LLC owners (known as “Members”), their contribution amounts, and their ownership interest percentages. They also establish the general operating rules of your LLC, including how voting will work, buy-out provisions, and the management structure.

When can you use a New York LLC Operating Agreement?

• You run a business in New York, which requires you to have an LLC Operating Agreement.
• You are starting or managing an LLC and need to open a business bank or credit account, buy property, or secure funding.
• You run or manage an LLC with one or more partners and want to outline how much they each contributed and how the business will protect their interests.
• You want to run your LLC or distribute profits and losses differently than the state's default method.
• You want to establish a clear distinction between yourself and your LLC by further defining and documenting it as a separate legal entity.

Is an LLC Operating Agreement required in the state of New York?

Yes, New York LLCs are required to have an Operating Agreement and this agreement (and all amendments to it) must be kept with the company’s records.

Per the New York Limited Liability Company Law, "Subject to the provisions of this chapter, 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 relating to (i) the business of the limited liability company, (ii) the conduct of its affairs and (iii) the rights, powers, preferences, limitations or responsibilities of its members, managers, employees or agents, as the case may be."

Topics not expressly outlined in your Operating Agreement are governed by Consolidated Laws of New York Chapter 34: Limited Liability Company Law (NY Limit Liab Co §§ 101 through 1403).

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