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 Rapi Stack · 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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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 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).
The rest of what New Jersey requires
The figures below are New Jersey's, not national averages — each one is the value we verified for this state, with the statute it comes from. Follow a row to the full New Jersey page for that document.
- Security deposit cap · as of 2026
- 1.5 months' rent N.J. Stat. §46:8-19 ↗
- Deposit return deadline · as of 2026
- 30 days after move-out N.J. Stat. §46:8-19 ↗
- Notice to end a month-to-month tenancy · as of 2026
- 30 days N.J. Stat. §46:8-19 ↗
- Notice to cure a lease violation · as of 2026
- 30 days N.J. Stat. Ann. § 2A:18-61.1 et seq.; § 2A:18-56 ↗
- Small claims limit · as of 2026
- $5,000 N.J. Ct. R. 6:1-2(a)(2) ↗
- Where you file · as of 2026
- Small Claims Section, Special Civil Part, Superior Court Law Division · filing fee $35 for a complaint against one defendant, plus $5 for each additional defendant (njcourts.gov Small Claims self-help page; fees per N.J.S.A. 22A:2-37.1) N.J. Ct. R. 6:1-2(a)(2) ↗
- Rental application fee · as of July 2026
- Capped at $50 (eff. 5/1/2026) NJ Attorney General guidance ↗
- Bill of sale notarization · as of 2026
- Not required New Jersey MVC / DMV.ORG ↗
- Power of attorney signing · as of 2026
- Notarization required N.J. Stat. §46:2B-8.9 ↗
- Recording a deed · as of 2026
- County Clerk (styled Register of Deeds and Mortgages in some larger counties) · no witnesses N.J.S.A. 46:26A-3 ↗
LLC operating agreement in other states
More New Jersey legal forms
Different state? See LLC operating agreements by state →