Does New York require an operating agreement?
Yes. The members must adopt a written operating agreement, which may be entered into before, at the time of or within 90 days after the articles of organization are filed (N.Y. LLC Law § 417(a), (c)). Use the form above to write it, and have every member sign it.
Under the New York Limited Liability Company Law, the agreement must be in writing (N.Y. LLC Law § 102(u)).
New York's LLC law and this template
New York LLCs are governed by the New York Limited Liability Company Law (Chapter 34 of the Consolidated Laws) (N.Y. LLC Law). Where your agreement is silent, the act's default rules apply. Where the act lets an operating agreement change one of its rules, your agreement controls.
Choose New York in the form and the agreement names the State of New York as the LLC's home and governing law, refers to the Articles of Organization filed with the New York Department of State, and defines “the Act” as the New York Limited Liability Company Law. Everything else adapts to your answers: one member or several, run by the members or by managers, with or without a buyout when a member dies.
What the New York agreement covers
The agreement follows the order most operating agreements use: formation, name, principal office, registered agent, purpose and term; each member's contribution and, with several members, capital accounts and percentage interests; how profits, losses and cash are shared; management by the members or by managers, with the major decisions that need every member's consent; taxes, books, records and a separate bank account; transfers, new members, withdrawal and what happens when a member dies; and dissolution. Schedule A lists each member's contribution and share.
Forming and keeping a New York LLC
The operating agreement stays with the LLC's records; these are the filings that go to the state. Check that the name is free first with our New York LLC name search.
| New York | |
|---|---|
| Forming the LLC | Articles of Organization, $200, filed with the New York Department of State |
| Name must end with | “Limited Liability Company (without abbreviation)”, “L.L.C.”, “LLC” |
| Recurring report | $9 biennial statement every two years |
| Newspaper notice | Required after forming the LLC |
| Name reservation | $20, 60 days (up to two 60-day extensions) |
| Good standing certificate | Certificate of Status, $25 |
How to finish your New York agreement
- Type the LLC's name exactly as it appears on its Articles of Organization, ending included.
- Fill in or strike out anything left as a blank line, and make Schedule A's percentages add up to 100%.
- Have every member read and sign it. Electronic signatures count, and members can sign separate copies.
- Keep the signed agreement with the LLC's records; don't send it to the New York Department of State. Give each member a copy.
For an LLC with one owner, see the single-member operating agreement; with partners, the multi-member version explains shares, voting and buyouts.
Sources
Checked on 2026-10-08 against the state's own pages:
- https://www.nysenate.gov/legislation/laws/LLC
- https://www.nysenate.gov/legislation/laws/LLC/417
- https://www.nysenate.gov/legislation/laws/LLC/102
- https://filing.dos.ny.gov/
- https://dos.ny.gov/biennial-statements-business-corporations-and-limited-liability-companies
Common questions
Does New York require an LLC operating agreement?
Yes. The members must adopt a written operating agreement, which may be entered into before, at the time of or within 90 days after the articles of organization are filed.
Do I file the operating agreement with the New York Department of State?
No. The New York Department of State receives the Articles of Organization; the operating agreement is an internal document that stays with the LLC's records.
Is this New York operating agreement template free?
Yes. There's no sign-up and no email address, and the agreement is built in your browser, so nothing you type is sent to us.