Free New York LLC Operating Agreement Template

A New York LLC operating agreement is a legal document that outlines how your limited liability company is owned, managed, and operated. It sets the rules for decision-making, member responsibilities, and financial distribution, helping prevent internal disputes.

Unlike most states, New York law requires every LLC to adopt an operating agreement. Without one, your company cannot legally conduct operations. All members should sign the agreement and keep a copy in their records—it is not filed with any state agency.

Having an operating agreement also reinforces your limited liability protection and ensures your business decisions are governed by your terms rather than default state rules.

LLCs in New York are governed by Chapter 34 of the Laws of New York. The primary statute on operating agreements is § 417, which mandates that LLCs adopt an operating agreement within 90 days of formation. The agreement can be made before, during, or after the filing of the articles of organization, but only becomes effective once the LLC is officially formed.

LLC Formation Costs in New York

• Articles of Organization filing fee: $200 (domestic LLC)
• Foreign LLC registration fee: $250
• Biennial report fee: $9
• Certificate of publication filing fee: $50
• Name reservation fee: $20 (valid for 60 days)
• Assumed name registration fee: $25, plus additional county filing fee that varies by county (Department of State filing)

You can manage filings through the New York Department of State Division of Corporations.

Follow these steps to form your LLC and prepare your operating agreement in New York:

1. Choose your LLC name: Pick a unique name that includes “Limited Liability Company,” “LLC,” or “L.L.C.” Confirm availability using the New York business name database. You can reserve a name for 60 days through the Department of State by paying a $20 fee.
2. Appoint a registered agent: The New York Department of State automatically acts as your LLC’s registered agent, receiving legal correspondence on your behalf. However, you may also appoint an additional registered agent—an individual or a service with a physical New York address—to manage communications.
3. File your Articles of Organization: Submit your articles of organization online or by mail to the Department of State. Include your LLC name, county location, mailing address, and organizer’s signature.
4. Publish your Articles of Organization: Within 120 days of formation, publish notice of your LLC in two local newspapers designated by the county clerk. After publication, submit a Certificate of Publication and affidavits from both newspapers to the Department of State along with a $50 filing fee.
5. Create your LLC operating agreement: Within 90 days of formation, all members must sign and adopt an operating agreement. It should outline:
   • Member names, addresses, and contributions
   • Ownership and profit distribution
   • Voting rights and management structure
   • Procedures for admitting or removing members
   • Dissolution process and duration of the LLC
6. Obtain an EIN: Apply for an Employer Identification Number through the IRS website. You’ll need an EIN to open a business bank account, hire employees, and file taxes.