New York LLC Operating Agreement

Single-member or multi-member operating agreement under your state's LLC act: ownership, management, capital, distributions, transfers and dissolution.

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New York rules that this document follows

LLC statuteNew York Limited Liability Company LawSource: N.Y. Ltd. Liab. Co. Law § 101 et seq.
Operating agreement required?YesSource: N.Y. Ltd. Liab. Co. Law § 417(a) (members shall adopt a written operating agreement before, at or within 90 days after filing)
Formation fee$200.00
Annual report$9.00 — Biennial statement due by end of anniversary month every 2 yearsSource: N.Y. Ltd. Liab. Co. Law § 301(e)
State LLC / franchise taxAnnual LLC filing fee $25-$4,500 based on NY-source gross income (N.Y. Tax Law § 658(c)(3)); NYC unincorporated business tax may apply
Publication requirementYes — new LLCs must publish notice of formation
Charging order exclusive remedy (SMLLC)unclearSource: N.Y. Ltd. Liab. Co. Law §§ 402 (majority in interest by profits), 504 (distributions per contributions), 607 (charging order)

Rules current as of 2026-09-07. Statutes change; verify before relying on them.

How to use this LLC Operating Agreement in New York

Sign the agreement as soon as the LLC is formed and before opening the bank account. Fill Schedule A with actual contributions — the percentages drive profits, votes and buy-outs. Multi-member LLCs should agree on the buy-out formula now, while everyone is friendly.

Review annually and whenever a member joins, leaves, marries, or the tax election changes. Keep it with the articles, EIN letter and annual report receipts.

Frequently asked questions

Is an operating agreement required in New York?

Yes — New York requires one (N.Y. Ltd. Liab. Co. Law § 417(a) (members shall adopt a written operating agreement before, at or within 90 days after filing)). Banks, investors and courts expect a written agreement, and a single-member LLC without one is easier to pierce.

What are the ongoing state fees for an LLC in New York?

Annual/periodic report: $9.00 (Biennial statement due by end of anniversary month every 2 years; N.Y. Ltd. Liab. Co. Law § 301(e)). Annual LLC filing fee $25-$4,500 based on NY-source gross income (N.Y. Tax Law § 658(c)(3)); NYC unincorporated business tax may apply.

Does the operating agreement get filed with the state?

No. It is an internal document. Keep the signed original with the Company records; banks and the IRS may ask for a copy. Note: New York separately requires publishing notice of LLC formation.

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FormsByState provides self-help document templates and general information, not legal advice. We are not a law firm. For advice about your situation consult a licensed attorney in your state.