New York LLC Operating Agreement (2026)
Single-member or multi-member operating agreement under your state's LLC act: ownership, management, capital, distributions, transfers and dissolution.
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What this document covers
- Formation, name, purpose and registered agent
- Tax classification (default, S corp, C corp)
- Members, contributions and percentage interests
- Capital accounts and additional contributions
- Allocations, distributions and tax distributions
- Member- or manager-managed; voting and major decisions
- Duties, other activities and deadlock (50/50)
- Liability and indemnification
- Transfers, right of first refusal and buy-out events
- Withdrawal, dissolution, Schedule A and spousal consent
New York rules that this document follows
| LLC statute | New York Limited Liability Company LawSource: N.Y. Ltd. Liab. Co. Law § 101 et seq. |
|---|---|
| Formation document / filing office | Articles of Organization — New York Department of State |
| Operating agreement required? | Yes — adopt within 90 days after filingSource: N.Y. Ltd. Liab. Co. Law § 417(a) |
| 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 tax | 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 |
| Publication requirement | Yes — new LLCs must publish notice of formation |
| Duty-of-loyalty waiver | May be limited only if not manifestly unreasonable; competing activities require disclosureSource: N.Y. Ltd. Liab. Co. Law §§ 402 (majority in interest by profits), 504 (distributions per contributions), 607 (charging order) |
| 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 2026-10-27. 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 and percentages — they drive profits, votes and buy-outs. Multi-member LLCs should agree on the buy-out formula now, while everyone is friendly; two 50/50 members get an automatic deadlock clause.
If you elect S-corporation status, keep every distribution strictly pro rata — a single disproportionate distribution can terminate the election.
Review annually and whenever a member joins, leaves, marries, or the tax election changes. Keep it with the Articles of Organization, 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)). It must be adopted within 90 days after filing the articles (N.Y. Ltd. Liab. Co. Law § 417(a)). 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.
Why does it ask whether a member is married?
New York is not a community-property state, so the question only drives the optional spousal-consent language; it is still wise to have spouses acknowledge the buy-out terms.
Other names
- single member LLC operating agreement
- multi-member operating agreement
- LLC agreement
- company agreement
- LLC bylaws
- limited liability company agreement
- operating agreement template
- member-managed LLC agreement
Related documents
- Commercial Lease Agreement — New York
- Demand Letter — New York
- Bill of Sale — New York
- Promissory Note — New York
- All New York forms →
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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.
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