New York LLC Operating Agreement Template [PDF]

Last update: 13 Feb 2024

New York LLC Operating Agreement Template [PDF]

The New York limited liability company (LLC) operating agreement is a legal document that regulates how the company will operate on a day-to-day basis and determines the status of each member within the company.

The LLC operating agreement, or business operating agreement, also records each member's contribution to the company, and it determines their scope of authority and share in the company’s profit based on that contribution.

Is an Operating Agreement Required in New York?

Yes, the operating agreement is required when registering an LLC in New York.

4 Main Types of Operating Agreements

In New York, you have four main types of operating agreements you can choose to draft for your LLC:

Types of Operating Agreements

  • Single-member LLC operating agreement: Used for LLCs with only one member. The operating agreement determines how the company will be operated and differentiates the identity of the company from the identity of a company member as an individual.

  • Multi-member LLC operating agreement: Here, two or more members form the LLC, and the operating agreement is used to organize the company's operation and determine each member's status.

  • Member-managed LLC operating agreement: Used when the members want to manage the company on a day-to-day basis personally. The document then determines their managerial rights and duties.

  • Manager-managed LLC operating agreement: Here, the managers have decided to delegate their decision-making powers to the professional manager, and the operating agreement outlines the rights and duties of the manager.

Laws and Legal Requirements for LLC Operating Agreements in New York

Chapter 34 of the Consolidated Laws of New York, also called the Limited Liability Company Law, regulates the status of LLCs in New York.

Moreover, § 417 of this chapter regulates the status of operating agreements in New York.

§ 102(u) provides a definition of an operating agreement as follows:

“’Operating agreement’ means any written agreement of the members concerning the business of a limited liability company and the conduct of its affairs and complying with section four hundred seventeen of this chapter.”

How to Form a Limited Liability Company (LLC) in New York

Below, you can find the easiest way to form a limited liability company in New York:

How to Form a LLC in New York

#1. Choose a Business Name For Your LLC

Before filing your LLC registration documents, you should choose a business name for your LLC. Here, you must ensure your business name is distinguishable from other business names registered in New York.

To make sure your business name is distinguishable, you should go to the Division of Corporations database and do a business name search.

#2. Choose the Type of LLC

When registering an LLC in New York, you can choose between two main types of LLCs:

  • Domestic LLC: Companies that are formed and registered in New York.

  • Foreign LLC: Companies that are formed outside New York but are also registered in New York.

#3. Nominate an Agent

At this point, you should nominate the agent who will be in charge of receiving official notifications and documents on behalf of the LLC. The agent can be an individual with a registered address in New York or an entity with the authority to operate in New York.

#4. File the Formation Documents

For domestic LLCs, you should file the Articles of Organization. You can complete this step online or file Form DOS-1336-f via mail.

For foreign LLCs, you should file the Application for Authority. Here, there is only the option of filling out Form DOS-1369-f and submitting it via mail. The foreign LLCs should also submit the Certificate of Existence issued by the jurisdiction where the company was initially established.

#5. Pay the Required Fee

The filing fee is $200 for domestic LLCs and $250 for foreign LLCs. If you are submitting your application via mail, you should write a check, attach it to your application documents, and send it to the following address:

New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231

#6. Publish Articles

After filing your documents, you should publish the notice of formation or the articles of organization in two newspapers designated by the country clerk.

After that, you should complete the Certificate of Publication, attach a $50 filing fee, and send it to the following address:

New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231

#7. Create your LLC Operating Agreement

After registering the company, you should create the operating agreement. You don’t need to register the operating agreement with any state authority. However, every member should sign the document and keep it for their personal reference.

#8. Apply For an Employer Identification Number (EIN)

Finally, you should obtain the EIN in order to open a company bank account and hire employees. You can obtain it online or by filing Form SS-4.

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