New York LLC Operating Agreement — Free Template
NY LLC Law §417 requires a written operating agreement within 90 days of formation — one of the few states with a hard deadline.
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SINGLE-MEMBER LLC OPERATING AGREEMENT
This Operating Agreement of ________________ (the "Company"), a limited liability company organized under the laws of the State of ________________, is entered into and effective as of ________________.
1. FORMATION. The Company was formed on ________________ by filing Articles of Organization with the Secretary of State of ________________. The principal office of the Company is ________________.
2. MEMBERS & OWNERSHIP. The Members of the Company and their respective ownership interests are: ________________.
3. MANAGEMENT. The Company shall be ________________. Decisions within the ordinary course of business may be made by the managing party; matters outside the ordinary course require the consent of Members holding a majority of ownership interests.
4. CAPITAL CONTRIBUTIONS. Members have contributed capital as separately recorded in the Company's records. No Member is obligated to make additional contributions without written consent.
5. DISTRIBUTIONS & ALLOCATIONS. Profits, losses, and distributions shall be allocated among Members in proportion to their ownership interests, unless otherwise agreed in writing.
6. LIABILITY. No Member shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member.
7. DISSOLUTION. The Company may be dissolved upon the written consent of Members holding a majority of ownership interests, or as otherwise required by law.
8. GOVERNING LAW. This Agreement shall be governed by the laws of the State of ________________. This Agreement constitutes the entire agreement among the Members regarding the Company's operations.
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Questions
Do I really need an operating agreement?+
Five states (CA, NY, MO, ME, DE) legally require one — but every LLC needs one in practice: banks ask for it when opening accounts, it's your strongest evidence of the liability shield, and it's the contract that prevents member disputes. Single-member LLCs included.
Is this valid for a single-member LLC?+
Yes — pick the single-member type. It matters more than people think: it documents the separation between you and the company, which is exactly what a court examines when someone tries to pierce the veil.
Does it need to be notarized or filed?+
No — operating agreements are internal documents. Sign it, keep it with your records, and give copies to members and your bank when asked. Nothing is filed with the state.
What does it cover?+
Formation details, members and ownership percentages, management structure, capital contributions, profit/loss allocations and distributions, member liability protection, dissolution, and governing law — the clauses banks and courts look for.
Can I change it later?+
Yes — amend it in writing with the consent your agreement requires (majority interest, in the generated terms). Regenerate a fresh version here in minutes when members or splits change.
Is this legal advice?+
No — it's a standard-form agreement suitable for straightforward LLCs. Complex situations (investors, vesting, special allocations, multi-state operations) deserve an attorney's review.