Llc Operating Agreement Template Ny

FORMAL DOCUMENT HEADER & CONTROL

Document Title: Single-Member / Multi-Member Limited Liability Company Operating Agreement
Document ID: NY-LLC-OA-2026-V1
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: State of New York (New York Limited Liability Company Law)

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STATUTORY & LEGAL COMPLIANCE NOTICE

CRITICAL LEGAL NOTICE: This document is an institutional-grade legal template designed to comply with the New York Limited Liability Company Law (NYLLCL). Operating a limited liability company within the State of New York requires strict adherence to statutory mandates, including the mandatory adoption of a written operating agreement pursuant to Section 417 of the NYLLCL, publication requirements under Section 206, and the maintenance of internal books and records under Section 1102.

This template contains exhaustive operative provisions that alter default statutory rules. Modification of these terms without the direct oversight of qualified legal counsel licensed in the State of New York may result in unintended tax liabilities, governance deadlocks, or a loss of statutory liability protection. Parties executing this instrument acknowledge that they have been advised to seek independent legal and tax counsel prior to execution.

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PARTIES & RECITALS

This Operating Agreement (the "Agreement") is entered into and made effective as of [Effective Date] (the "Effective Date"), by and among [Company Full Legal Name], a New York limited liability company (the "Company"), and the persons executing this Agreement as Members (individually, a "Member" and collectively, the "Members"), whose names, addresses, and initial Capital Contributions are set forth on Exhibit A attached hereto.

RECITALS

A. The Company was formed as a limited liability company on [Date of Formation] by the filing of Articles of Organization with the Department of State of the State of New York pursuant to and in accordance with the New York Limited Liability Company Law (as amended from time to time, the "Act").

B. The parties desire to enter into this Agreement to govern the management, operations, financial affairs, and respective rights and obligations of the Members of the Company in accordance with the provisions of the Act.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

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EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

ARTICLE I: COMPANY FORMATION, NAME, AND PRINCIPAL PLACE OF BUSINESS

1.1 Formation. The Company has been organized as a New York limited liability company by filing Articles of Organization with the New York Department of State. The rights and liabilities of the Members shall be determined pursuant to the Act and this Agreement. To the extent this Agreement is inconsistent with the default provisions of the Act, this Agreement shall govern, to the maximum extent permitted by law.

1.2 Name. The name of the Company is [Company Full Legal Name], LLC. The business of the Company may be conducted under that name or such other names as the Members may select from time to time in compliance with applicable law.

1.3 Principal Place of Business. The principal office and place of business of the Company shall be located at [Principal Address], or such other location within or outside the State of New York as the Members may determine from time to time upon written notice to all Members.

1.4 Registered Agent. The name and address of the registered agent for service of process in the State of New York shall be as designated in the Articles of Organization or as subsequently amended through the New York Department of State.

1.5 Term. The term of the Company commenced upon the filing of the Articles of Organization and shall continue in perpetuity unless and until dissolved in accordance with the provisions of this Agreement or the Act.

1.6 Purpose. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Act.

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ARTICLE II: CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS

2.1 Initial Capital Contributions. Each Member has contributed, or shall contribute on or before the Effective Date, cash, property, or services to the Company in the exact amounts and forms set forth in Exhibit A. Upon making such contribution, each Member shall receive the Membership Interest set forth opposite their name on Exhibit A.

2.2 Additional Capital Contributions. Members shall not be required to make any additional capital contributions beyond those set forth in Exhibit A, except as unanimously agreed upon in writing by the Members. If the Members determine that additional capital is required to conduct the business of the Company, a capital call notice shall be issued to all Members detailing the total amount required and each Member’s proportionate share based on their current Membership Interest percentage.

2.3 Failure to Contribute. If any Member fails to make an approved additional capital contribution within thirty (30) days of receiving a formal capital call notice, the non-defaulting Members may advance the required funds as a demand loan to the Company or elect to dilute the defaulting Member’s Membership Interest in proportion to the un-contributed amount based on a professionally valued enterprise value of the Company.

2.4 Capital Accounts. A separate Capital Account shall be maintained for each Member in accordance with U.S. Treasury Regulation Section 1.704-1(b)(2)(iv). No Member shall be entitled to withdraw any part of their Capital Account or to receive any distributions except as expressly provided in this Agreement. No Member shall have any liability to restore a negative balance in their Capital Account upon liquidation or otherwise.

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ARTICLE III: ALLOCATIONS AND DISTRIBUTIONS

3.1 Allocations of Profits and Losses. For each fiscal year of the Company, net profits and net losses (as determined for book and tax purposes) shall be allocated among the Members in exact proportion to their respective Membership Interests as set forth in Exhibit A. Allocations shall comply with the economic effect equivalence rules of Treasury Regulation Section 1.704-2.

3.2 Tax Allocations (Section 704(c)). In accordance with Section 704(c) of the Internal Revenue Code and the Treasury Regulations promulgated thereunder, income, gain, loss, and deduction with respect to any property contributed to the Company shall be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company and its initial Gross Asset Value.

3.3 Distributions of Cash Flow. Available cash flow, as determined exclusively by the managing Member(s) or Managers, after the retention of adequate reserves for working capital, debt service, and contingent liabilities, shall be distributed to the Members at such times as determined by the management, strictly in proportion to their respective Membership Interests.

3.4 Tax Distributions. To the extent funds are legally available and permitted under any credit facilities, the Company shall distribute to each Member, prior to the date quarterly estimated federal and state tax payments are due, an amount equal to the product of (a) the net taxable income allocated to such Member for the prior fiscal year, and (b) the highest combined marginal federal, state, and local individual income tax rate applicable to any resident of New York, New York.

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ARTICLE IV: MANAGEMENT AND VOTING

4.1 Management Structure. The Company shall be managed by:

• Member-Managed: The business and affairs of the Company shall be managed by all of the Members in accordance with their respective Membership Interest percentages.
• Manager-Managed: The business and affairs of the Company shall be managed by one or more designated Managers. The initial Manager(s) shall be [Manager Name]. The Manager(s) shall have full, exclusive, and complete authority to manage, control, and operate the business of the Company, subject to the limitations expressly set forth in this Agreement.

4.2 Authority of Managers. Except as otherwise expressly provided herein, the Manager(s) acting individually or collectively shall have the power to bind the Company, execute contracts, incur debt, acquire and dispose of assets, and retain legal, accounting, and operational personnel.

4.3 Major Decisions Requiring Unanimous or Supermajority Consent. Notwithstanding Section 4.2, the Manager(s) shall not take any of the following actions without the prior written consent of Members holding at least [Percentage, e.g., 51% or 100%] of the Membership Interests:

• (a) The sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the Company;
• (b) The merger, consolidation, conversion, or reorganization of the Company with any other entity;
• (c) The admission of any new Member or the issuance of any additional Membership Interests;
• (d) The amendment of the Articles of Organization or this Operating Agreement;
• (e) The voluntary filing of a petition for bankruptcy, reorganization, or appointment of a receiver for the Company.

4.4 Meetings of Members. Regular meetings of the Members shall be held annually. Special meetings may be called by the Manager(s) or by any Member holding not less than twenty percent (20%) of the Membership Interests upon providing at least ten (10) days' written notice to all Members. Meetings may be conducted in person, by telephone, or via secure video conferencing platforms.

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ARTICLE V: TRANSFERS AND WITHDRAWALS OF MEMBERSHIP INTERESTS

5.1 General Restriction on Transfers. No Member may sell, assign, transfer, pledge, hypothecate, gift, or otherwise encumber or dispose of (collectively, a "Transfer") all or any part of their Membership Interest in the Company, whether voluntarily or by operation of law, without the prior written consent of all non-transferring Members, which consent may be withheld in their absolute discretion. Any purported Transfer in violation of this Section 5.1 shall be null and void ab initio and of no legal effect.

5.2 Right of First Refusal. If a Member desires to Transfer all or part of their Membership Interest to a bona fide third-party purchaser, such Member (the "Transferor") shall first deliver written notice (the "Transfer Notice") to the Company and all other Members, setting forth the identity of the proposed transferee, the purchase price, and all material terms and conditions of the proposed Transfer. The Company shall have the first option, exercisable within thirty (30) days of receipt of the Transfer Notice, to purchase all or part of the offered Membership Interest. If the Company declines, the non-transferring Members shall have the secondary option, exercisable within an additional fifteen (15) days, to purchase the Membership Interest pro rata.

5.3 Permitted Transfers. Notwithstanding Section 5.1, a Member may Transfer all or any portion of their Membership Interest without prior consent to: (a) a revocable living trust established for the primary benefit of the transferring Member; or (b) an entity wholly owned and controlled by the transferring Member, provided that such transferee executes an instrument agreeing to be bound by all the terms of this Agreement.

5.4 Death, Disability, or Bankruptcy of a Member. Upon the death, legal incapacity, or bankruptcy of a Member, such Member's legal representative, executor, or trustee may exercise all rights of the Member for the sole purpose of settling their estate or administering their property. The remaining Members shall have the irrevocable option, exercisable within one hundred twenty (120) days of the triggering event, to purchase the deceased or incapacitated Member's Membership Interest at fair market value as determined by an independent certified public accountant mutually agreed upon by the parties.

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ARTICLE VI: BOOKS, RECORDS, TAX MATTERS, AND FISCAL YEAR

6.1 Books and Records. The Company shall maintain true and correct books and records of its accounts and financial transactions at its principal place of business. Pursuant to Section 1102 of the Act, every Member shall have the right, upon reasonable written demand, to inspect and copy such records, including tax returns, a current list of names and addresses of all Members, and copies of this Agreement and Articles of Organization.

6.2 Bank Accounts. All funds of the Company shall be deposited in the name of the Company in such bank accounts as designated by the Manager(s). Company funds shall not be commingled with the personal funds of any Member or Manager.

6.3 Fiscal Year. The fiscal year of the Company shall begin on the 1st day of January and end on the 31st day of December of each calendar year.

6.4 Tax Matters Partner / Partnership Representative. [Tax Matters Partner Name] is hereby designated as the "Partnership Representative" of the Company pursuant to Section 6223 of the Internal Revenue Code and corresponding provisions of state law, with full power and authority to represent the Company in all tax audits, examinations, and administrative proceedings.

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ARTICLE VII: DISSOLUTION, LIQUIDATION, AND TERMINATION

7.1 Dissolution Events. The Company shall dissolve upon the occurrence of any of the following events:

• (a) The written determination of all Members to dissolve the Company;
• (b) The entry of a judicial decree of dissolution under Section 702 of the Act; or
• (c) The sale or other disposition of all or substantially all of the physical and intellectual assets of the Company.

7.2 Liquidation. Upon dissolution of the Company, the Manager(s) or a designated liquidating trustee shall wind up the Company's affairs. The assets of the Company shall be applied and distributed in the following mandatory order of priority:

• (a) First, to the payment and discharge of all debts and liabilities of the Company to outside creditors, including expenses of liquidation;
• (b) Second, to the creation of any reasonable reserves deemed necessary by the liquidating trustee for contingent or unforeseen liabilities or obligations of the Company; and
• (c) Third, to the Members in proportion to their positive Capital Account balances, and thereafter in accordance with their respective Membership Interests.

7.3 Articles of Dissolution. Upon completion of the winding up of the Company, the liquidating trustee shall promptly execute and file Articles of Dissolution with the New York Department of State in accordance with Section 705 of the Act.

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ARTICLE VIII: EXCULPATION, INDEMNIFICATION, AND LIABILITY PROTECTION

8.1 Limitation of Liability. Except as otherwise expressly provided by the Act, the debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the Company, and no Member, Manager, or agent of the Company shall be personally liable for any such debt, obligation, or liability of the Company solely by reason of being a Member, Manager, or agent.

8.2 Exculpation. No Member or Manager shall be liable to the Company or to any other Member for any loss, damage, or claim incurred by reason of any act or omission performed or omitted by such Member or Manager in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred by this Agreement, except for acts constituting gross negligence, willful misconduct, or intentional breach of this Agreement.

8.3 Indemnification. To the fullest extent permitted under New York law, the Company shall indemnify, defend, and hold harmless each Member and Manager (each, an "Indemnified Party") from and against any and all losses, claims, damages, liabilities, expenses (including reasonable legal fees and disbursements), judgments, fines, and settlements incurred by such Indemnified Party in connection with any threatened, pending, or completed claim, action, suit, or proceeding arising out of or in connection with the business or operations of the Company, provided that such Indemnified Party acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Company.

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ARTICLE IX: DISPUTE RESOLUTION AND GOVERNING LAW

9.1 Governing Law. This Agreement, and all claims or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to this Agreement, shall be governed by, enforced under, and construed in accordance with the internal laws of the State of New York, without regard to its conflict of laws principles.

9.2 Mandatory Mediation. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, breach, termination, or validity, the parties agree to first endeavor to settle the dispute by confidential mediation administered by the American Arbitration Association (AAA) under its commercial mediation rules before resorting to arbitration or litigation.

9.3 Binding Arbitration. If the dispute is not resolved through mediation within thirty (30) days after the initial demand for mediation, the dispute shall be resolved through binding arbitration administered by the AAA in New York County, New York, in accordance with its Commercial Arbitration Rules. The award rendered by the arbitrator(s) shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction thereof.

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ARTICLE X: MISCELLANEOUS PROVISIONS

10.1 Amendments. This Agreement may be amended, modified, or changed only by a written instrument executed by all Members (or Members holding the requisite supermajority interest as specified herein). Oral modifications or amendments shall be void and unenforceable.

10.2 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.

10.3 Entire Agreement. This Agreement, together with the Articles of Organization and Exhibit A, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.

10.4 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by exchange of PDF signatures via email or digital signature platforms (such as DocuSign or Adobe Sign) shall be fully valid and binding.

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EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the parties hereto have executed this Operating Agreement as of the Effective Date first written above.

FOR [Company Full Legal Name] (THE COMPANY):
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Managing Member]
Company: [Company Full Legal Name]
Date: [Date]

FOR [Member 1 Legal Name] (MEMBER):
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Member]
Date: [Date]

FOR [Member 2 Legal Name] (MEMBER):
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Member]
Date: [Date]

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EXHIBIT A: SCHEDULE OF MEMBERS, CAPITAL CONTRIBUTIONS, AND INTERESTS

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Customization: Open this template in Microsoft Word, Google Docs, or a compatible legal word processor. Use the find-and-replace or manual review function to locate all bracketed text fields ([...]) and replace them with the precise factual data for your LLC (e.g., exact legal name matching the New York Department of State filing, precise addresses, and dollar amounts).
2. Verify Statutory Compliance: Confirm that the LLC has an active filing status with the New York Department of State and that the statutory publication requirement under NYLLCL Section 206 has been completed or initiated.
3. Signatory Verification: Ensure that individuals signing on behalf of corporate entities possess verified corporate authority (e.g., via board resolutions, certificates of incumbency, or managing member status).
4. Digital Execution: Route the finalized document through an enterprise-grade digital signature platform compliant with the ESIGN Act and UETA (such as DocuSign or Adobe Sign) to capture cryptographic audit trails for all signatures.
5. Record Retention: Store the fully executed PDF version of this Operating Agreement, along with Exhibit A and all capitalization records, in the Company’s permanent digital and physical corporate minute book at its principal place of business. Provide a copy to all Members and the Company's certified public accountant (CPA).