New Jersey LLC Operating Agreement
Set out who owns your New Jersey LLC, who manages it, and how profits are split — and download a print-ready PDF. Single-member or multi-member. Free, no signup. The preview updates as you type.
Maintained by the SealForms editorial team · Every state-specific figure on this page is cited to its statute or official agency page · Dataset last verified 2026 · Not legal advice.
New Jersey LLC act rules · as of 2026
- Required by law?
- No — but strongly recommended
- Recognized form
- "whether oral, in a record, implied, or in any combination thereof" — N.J. Stat. § 42:2C-2: "the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member".
- Governing act
- New Jersey Revised Uniform Limited Liability Company Act (N.J. Stat. § 42:2C-1 et seq., P.L. 2012, c. 50)
Without an agreement: With no operating agreement, pre-dissolution distributions "shall be in equal shares among members and dissociated members" (per capita, not by contribution) — N.J. Stat. § 42:2C-34(a). Source: N.J. Stat. § 42:2C-2 (definition); § 42:2C-11 (scope) · verify ↗.
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Operating Agreement
of __________ · State of New Jersey
This Operating Agreement (the "Agreement") is made effective __________ by the member(s) of __________ (the "Company"), a limited liability company organized under the New Jersey Revised Uniform Limited Liability Company Act (N.J. Stat. § 42:2C-1 et seq., P.L. 2012, c. 50), with its principal office at __________ .
1. Formation & purpose. The Company was formed under New Jersey law by filing its formation document with the state. Its purpose is: __________ , and any other lawful activity under the New Jersey Revised Uniform Limited Liability Company Act (N.J. Stat. § 42:2C-1 et seq., P.L. 2012, c. 50).
2. Members & ownership. The membership interests are: __________ — ____%; __________ — ____%; __________ — ____%; __________ — ____%. For a single-member company, the sole member holds 100% and the second line is left blank.
3. Management. The Company is __________ . If manager-managed, the manager is __________ , who may bind the Company in the ordinary course of business; major decisions (admitting members, selling substantially all assets, dissolution, amending this Agreement) require the consent of members holding a majority of the membership interests.
4. Capital contributions. The members have contributed: __________ . No member is required to make additional contributions without their written consent.
5. Allocations & distributions. Profits and losses are allocated, and distributions made, in proportion to the ownership percentages in Section 2, at the times the members (or manager) determine, subject to the New Jersey Revised Uniform Limited Liability Company Act (N.J. Stat. § 42:2C-1 et seq., P.L. 2012, c. 50)'s limits on distributions.
6. Records, amendment & law. The Company keeps its records at the principal office; each member may inspect them. This Agreement may be amended only in writing signed by all members. It is governed byNew Jersey law and is binding on the members, their successors, and assigns.
Generated with SealFormsReflects New Jersey law · verified 2026
Why your New Jersey LLC needs this — even single-member
- It overrides the default rules. Without an agreement, the New Jersey Revised Uniform Limited Liability Company Act (N.J. Stat. § 42:2C-1 et seq., P.L. 2012, c. 50) decides how profits are split and who can act for the company — not you.
- It protects limited liability. A written agreement is core evidence that the LLC is a real, separate entity.
- Banks and lenders ask for it. Opening a business account or getting a loan routinely requires it.
New Jersey law
No — New Jersey does not require an operating agreement (as of 2026): Not required. RULLCA state: the operating agreement is defined permissively, and to the extent it does not provide for a matter, the act's default rules govern (N.J. Stat. § 42:2C-11(b)); no adoption mandate exists.. But without one, the default rules of the New Jersey Revised Uniform Limited Liability Company Act (N.J. Stat. § 42:2C-1 et seq., P.L. 2012, c. 50) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: N.J. Stat. § 42:2C-2 (definition); § 42:2C-11 (scope). Check the current New Jersey LLC rules before relying on any default.
Frequently asked questions
Is an operating agreement required in New Jersey?
No — New Jersey does not require an operating agreement (as of 2026): Not required. RULLCA state: the operating agreement is defined permissively, and to the extent it does not provide for a matter, the act's default rules govern (N.J. Stat. § 42:2C-11(b)); no adoption mandate exists.. But without one, the default rules of the New Jersey Revised Uniform Limited Liability Company Act (N.J. Stat. § 42:2C-1 et seq., P.L. 2012, c. 50) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: N.J. Stat. § 42:2C-2 (definition); § 42:2C-11 (scope).
Does a single-member LLC need an operating agreement?
It is not usually legally required, but yes in practice: a written agreement helps prove the LLC is a separate entity (protecting limited liability), is routinely requested by banks and lenders, and controls what happens if you bring in a partner or pass the business on. For a single member, it is a short document — this template works for that case.
Does the operating agreement get filed with the state?
No. Unlike the formation certificate (articles of organization), the operating agreement is an internal document — you sign it, keep it with your records, and give each member a copy. Banks, lenders, and courts may ask to see it, but no New Jersey agency records it.
Can the agreement be oral in New Jersey?
New Jersey's statute recognizes: "whether oral, in a record, implied, or in any combination thereof" — N.J. Stat. § 42:2C-2: "the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member". (N.J. Stat. § 42:2C-2 (definition); § 42:2C-11 (scope)). Even where oral or implied agreements count, put yours in writing — proving an oral term in a dispute between members is exactly the fight the document exists to prevent.
How does New Jersey compare? See which states actually require an operating agreement, every claim cited to the state LLC act.
How New Jersey compares
Computed from our 51-jurisdiction dataset (as of 2026). Source for New Jersey: N.J. Stat. § 42:2C-2 (definition); § 42:2C-11 (scope) ↗.
- New Jersey is one of 47 of 51 jurisdictions that leave the operating agreement optional (statutory default rules apply without one) (4 require an LLC to have an operating agreement).
LLC operating agreement in other states
More New Jersey legal forms
Different state? See LLC operating agreements by state →