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Create your New York operating agreement
Answer a few questions, download the PDF. No card, no account.
Required by state law
Yes, in writing
Filed with the state
No, kept with your records
Governing law
N.Y. LLC Law §417
What New York law says
New York law requires every LLC to have a written operating agreement.
It must be adopted before, at, or within 90 days after filing the Articles of Organization.
Source: N.Y. LLC Law §417.
The agreement is not filed with the state. Your LLC is created by filing the Articles of Organization with the New York Department of State, Division of Corporations; the operating agreement is the private contract between the members that sits alongside it.
How it fits with your New York filings
The operating agreement stays private, but it has to agree with what is on the public record. If your Articles of Organization says the LLC is manager-managed, the agreement should name the managers and say what they can decide.
New York LLCs file a Biennial Statement every two years. It is due every two years, during the calendar month in which the Articles of Organization were filed. When a member joins or leaves, or managers change, amend the agreement first, then update the state's records in your next Biennial Statement.
Publication: Within 120 days after the Articles of Organization take effect, the LLC must publish the Articles or a notice of formation in two newspapers designated by the county clerk where its office is located, for six consecutive weeks, then file a Certificate of Publication with the affidavits of publication with the Department of State. Missing the deadline suspends the LLC's authority to carry on business until it complies.
What to include in a New York operating agreement
- 01
Ownership
Each member, what they contributed and their percentage.
- 02
Profits and losses
How they are allocated and when money is distributed.
- 03
Management
Member-managed or manager-managed, matching your Articles of Organization.
- 04
Decisions
Voting rights, and what needs a majority or everyone.
- 05
Transfers
Whether a member can sell their share, and to whom.
- 06
Leaving and closing
What happens when a member leaves, dies or the LLC closes.
Single-member or multi-member
Single-member: short and simple. Its main job is to show the LLC is separate from you: its own money, its own decisions, its own records. Banks often ask for it.
Multi-member: this is where the agreement earns its keep. Spell out ownership percentages, who decides what, how money comes out, and what happens if a member wants to leave. Most disputes between co-owners are about something the agreement did not say.
Create your New York operating agreement free
Our generator asks about your members, ownership and management, then writes a New York operating agreement you can download as a PDF. If you form your LLC with us, the agreement is included in the $399.
Related
Frequently asked questions
Is an operating agreement required in New York?
New York law requires every LLC to have a written operating agreement. It must be adopted before, at, or within 90 days after filing the Articles of Organization.
Do I file my New York operating agreement with the state?
No. The New York Department of State, Division of Corporations receives your Articles of Organization, not the operating agreement. Every member signs the agreement and the LLC keeps it with its records.
Does a single-member New York LLC need an operating agreement?
It is worth having. It shows the LLC is a business separate from you, which supports your liability protection, and banks often ask for it when you open a business account.
Can I write my own New York operating agreement?
Yes. Use our free generator, choose New York, answer the questions and download the PDF. For investors, unusual profit splits or a dispute, have a lawyer review it.
Does a New York operating agreement need to be notarized?
No. Notarizing is not required. Every member signs it and keeps a copy.
