Operating Agreement Template New York

OPERATING AGREEMENT FOR A NEW YORK LIMITED LIABILITY COMPANY

DOCUMENT ID: NY-LLC-OA-2024-001
EFFECTIVE DATE: [Effective Date]
VERSION: 1.0
GOVERNING JURISDICTION: State of New York

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LEGAL COMPLIANCE NOTICE

This document is drafted to comply with the New York Limited Liability Company Law (LLCL). However, legal requirements for LLCs are subject to change and vary based on specific business operations, tax elections, and capital structures. This template does not constitute specific legal advice. You are advised to consult with a qualified attorney admitted to the New York Bar to ensure compliance with Section 417 of the New York LLCL and local publication requirements under Section 206.

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ARTICLE I: FORMATION AND PARTIES

This Operating Agreement (the "Agreement") is entered into as of the [Effective Date] (the "Effective Date") by and among the initial Members of [Company Full Legal Name], a limited liability company organized under the laws of the State of New York (the "Company"). The principal place of business of the Company shall be located at [Principal Address].

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ARTICLE II: BUSINESS PURPOSE AND TERM

2.1 Purpose: The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be formed under the New York Limited Liability Company Law.
2.2 Term: The Company shall continue in existence until dissolved in accordance with Article IX of this Agreement or the New York LLCL.

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ARTICLE III: CAPITAL CONTRIBUTIONS AND MEMBERSHIP

3.1 Capital Contributions: Each Member has contributed the amount set forth in Schedule A attached hereto.
3.2 Membership Interests: Each Member’s percentage interest in the Company is defined by their relative capital contribution or as otherwise agreed upon by a unanimous vote of the Members.
3.3 Additional Contributions: No Member shall be required to make additional capital contributions unless otherwise agreed to in writing by all Members.

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ARTICLE IV: MANAGEMENT AND VOTING

4.1 Management: The Company shall be managed by its Members. Management authority shall be vested in the Members in proportion to their respective Membership Interests.
4.2 Voting: All decisions regarding the business and affairs of the Company shall be determined by a majority vote (as defined by Membership Interest) unless a higher threshold is required by New York law or this Agreement.

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ARTICLE V: ALLOCATION OF PROFITS AND LOSSES

5.1 Distributions: Profits and losses shall be allocated to the Members in proportion to their respective Membership Interests. Distributions shall be made at such times and in such amounts as determined by the Members.
5.2 Tax Treatment: The Company shall be treated as a [Partnership/Disregarded Entity] for federal and state income tax purposes.

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ARTICLE VI: TRANSFER OF INTERESTS

6.1 Restrictions: No Member may sell, assign, transfer, encumber, or otherwise dispose of all or any part of their Membership Interest without the prior unanimous written consent of the non-transferring Members.
6.2 Right of First Refusal: Any Member wishing to transfer their interest must first offer said interest to the remaining Members on the same terms and conditions as offered to a third party.

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ARTICLE VII: INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1 Limitation of Liability: No Member, manager, or agent of the Company shall be liable to the Company or any Member for any loss or damage sustained by the Company, except for acts of gross negligence, intentional misconduct, or a knowing violation of the law.
7.2 Indemnification: The Company shall indemnify each Member to the fullest extent permitted by the laws of the State of New York for any act performed on behalf of the Company within the scope of their authority.

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ARTICLE VIII: CONFIDENTIALITY

The Members agree that all non-public information concerning the Company, its business, and its assets shall be treated as strictly confidential. No Member shall disclose such information to any third party without the express written consent of the other Members, except as required by law or judicial process.

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ARTICLE IX: DISSOLUTION AND WINDING UP

The Company shall be dissolved upon the occurrence of: (i) an event specified in the Articles of Organization; (ii) the written agreement of all Members; or (iii) the entry of a decree of judicial dissolution under Section 702 of the New York LLCL. Upon dissolution, the assets shall be applied to pay creditors, and the remaining proceeds shall be distributed to the Members in accordance with their respective Membership Interests.

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ARTICLE X: GOVERNING LAW AND DISPUTE RESOLUTION

10.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.
10.2 Arbitration: Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by binding arbitration in [County Name], New York, administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.

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ARTICLE XI: MISCELLANEOUS

11.1 Entire Agreement: This Agreement constitutes the entire agreement among the Members regarding the subject matter hereof and supersedes all prior agreements.
11.2 Amendments: This Agreement may only be amended by a written instrument signed by all Members.
11.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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EXECUTION AND FORMAL SIGNATURE BLOCKS

FOR [COMPANY FULL LEGAL NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Company Legal Name]
Date: [Date]

FOR [MEMBER / COUNTERPARTY NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Preparation: Open this text in a document editor. Replace all bracketed text [ ] with accurate information. Ensure the "Schedule A" (Capital Contributions list) is created as an addendum.
2. Verification: Verify that the "Company Full Legal Name" matches the name filed with the New York Department of State exactly.
3. Execution: Use a secure digital signature platform (e.g., DocuSign, Adobe Sign, or HelloSign) to ensure audit trails. Obtain signatures from all Members.
4. Publication Requirement: Under NY LLCL § 206, newly formed LLCs must publish a notice of formation in two newspapers (one weekly, one daily) designated by the county clerk for six consecutive weeks. Ensure this is completed to avoid suspension of authority to carry on business.
5. Record Retention: Maintain the signed original in the company’s "Minute Book." A copy must be kept at the Company’s principal office in New York.
6. Taxation: If there is more than one member, file IRS Form 8832 (Entity Classification Election) if necessary, and apply for an EIN via the IRS portal.