New York LLC Operating Agreement
Set out who owns your New York 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 York LLC act rules · as of 2026
- Required by law?
- Yes — required
- Recognized form
- Written — § 417(a) requires a "written operating agreement"; oral or implied operating agreements do not satisfy the statute.
- Governing act
- New York Limited Liability Company Law
Without an agreement: Absent an operating agreement provision, profits and losses are allocated on the basis of the value of each member's contributions (pro rata by contributions, not equally) — N.Y. LLC Law § 503. Source: N.Y. LLC Law § 417 (written operating agreement required; 90-day window) · verify ↗.
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Operating Agreement
of __________ · State of New York
This Operating Agreement (the "Agreement") is made effective __________ by the member(s) of __________ (the "Company"), a limited liability company organized under the New York Limited Liability Company Law, with its principal office at __________ .
1. Formation & purpose. The Company was formed under New York law by filing its formation document with the state. Its purpose is: __________ , and any other lawful activity under the New York Limited Liability Company Law.
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 York Limited Liability Company Law'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 York law and is binding on the members, their successors, and assigns.
Generated with SealFormsReflects New York law · verified 2026
Why your New York LLC needs this — even single-member
- It overrides the default rules. Without an agreement, the New York Limited Liability Company Law 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 York law
Yes — New York is one of the few states that require an operating agreement by law: REQUIRED and must be written. NY LLC Law § 417(a): "the members of a limited liability company shall adopt a written operating agreement". It may be entered into before, at the time of, or within 90 days after the filing of the articles of organization (§ 417 per current nysenate.gov text). The statute specifies no penalty for noncompliance: New York courts have not invalidated LLCs or stripped limited liability for failure to adopt one; the LLC Law's statutory default rules simply govern. (as of 2026). Source: N.Y. LLC Law § 417 (written operating agreement required; 90-day window). Check the current New York LLC rules before relying on any default.
Frequently asked questions
Is an operating agreement required in New York?
Yes — New York is one of the few states that require an operating agreement by law: REQUIRED and must be written. NY LLC Law § 417(a): "the members of a limited liability company shall adopt a written operating agreement". It may be entered into before, at the time of, or within 90 days after the filing of the articles of organization (§ 417 per current nysenate.gov text). The statute specifies no penalty for noncompliance: New York courts have not invalidated LLCs or stripped limited liability for failure to adopt one; the LLC Law's statutory default rules simply govern. (as of 2026). Source: N.Y. LLC Law § 417 (written operating agreement required; 90-day window).
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 York agency records it.
Can the agreement be oral in New York?
New York's statute recognizes: Written — § 417(a) requires a "written operating agreement"; oral or implied operating agreements do not satisfy the statute. (N.Y. LLC Law § 417 (written operating agreement required; 90-day window)). 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 York compare? See which states actually require an operating agreement, every claim cited to the state LLC act.
How New York compares
Computed from our 51-jurisdiction dataset (as of 2026). Source for New York: N.Y. LLC Law § 417 (written operating agreement required; 90-day window) ↗.
- New York is one of 4 of 51 jurisdictions that require an LLC to have an operating agreement (47 leave the operating agreement optional (statutory default rules apply without one)).
LLC operating agreement in other states
More New York legal forms
Different state? See LLC operating agreements by state →