Operating Agreement Template Ny

OPERATING AGREEMENT FOR A LIMITED LIABILITY COMPANY (NEW YORK)

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 NOTICE & DISCLAIMER

This document is a template designed to comply with the New York Limited Liability Company Law (LLCL). It is for informational and drafting purposes only and does not constitute legal advice. Given the nuances of New York partnership and tax law, this document should be reviewed by licensed counsel to ensure compliance with the specific tax elections and management structures of your entity.

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ARTICLE 1: FORMATION AND PARTIES

This Operating Agreement (the "Agreement") is entered into as of the [Effective Date] by and among the members listed in Schedule A (collectively, the "Members") of [Company Full Legal Name], a limited liability company organized under the laws of the State of New York (the "Company").

1.1 Formation. The Members have formed the Company pursuant to the New York Limited Liability Company Law. The Company shall continue in existence until dissolved in accordance with this Agreement or the LLCL.
1.2 Purpose. The purpose of the Company is to engage in any lawful business, trade, or activity for which a limited liability company may be organized under the laws of the State of New York.

ARTICLE 2: CAPITAL CONTRIBUTIONS

2.1 Initial Contributions. Each Member has contributed the cash or property set forth in Schedule A.
2.2 Additional Contributions. No Member shall be required to make additional capital contributions unless unanimously agreed upon in writing by all Members.
2.3 Capital Accounts. A separate capital account shall be maintained for each Member in accordance with Internal Revenue Code Section 704(b).

ARTICLE 3: ALLOCATIONS AND DISTRIBUTIONS

3.1 Profits and Losses. Net profits and net losses shall be allocated to the Members in proportion to their respective percentage interests as set forth in Schedule A.
3.2 Distributions. Distributions of cash or other assets shall be made at such times and in such amounts as determined by the Manager or a Majority of the Members.

ARTICLE 4: MANAGEMENT

4.1 Management Structure. The Company shall be managed by [Member-Managed/Manager-Managed]. If Manager-Managed, the Manager(s) shall have the authority to bind the Company in the ordinary course of business.
4.2 Voting. Except as otherwise provided herein, all decisions shall be made by a majority vote of the Members based on their respective percentage interests.

ARTICLE 5: TRANSFERS AND WITHDRAWALS

5.1 Restrictions on Transfer. No Member may sell, assign, or encumber their interest in the Company without the prior written consent of a majority of the other Members.
5.2 Right of First Refusal. If a Member receives a bona fide offer to purchase their interest, the remaining Members shall have the right of first refusal to purchase said interest at the same terms and conditions.

ARTICLE 6: DISSOLUTION AND TERMINATION

6.1 Events of Dissolution. The Company shall be dissolved upon: (a) the written agreement of all Members; (b) the entry of a decree of judicial dissolution; or (c) any other event requiring dissolution under the NY LLCL.
6.2 Liquidation. Upon dissolution, the Company's assets shall be liquidated, and the proceeds shall be applied to pay creditors, then to the Members in accordance with their positive capital account balances.

ARTICLE 7: LIMITATION OF LIABILITY AND INDEMNIFICATION

7.1 Limitation of Liability. No Member or Manager shall be liable to the Company or other Members for any act or omission performed in good faith, except in the case of gross negligence, willful misconduct, or a knowing violation of law.
7.2 Indemnification. The Company shall indemnify each Member and Manager to the fullest extent permitted by New York law against all losses, claims, or damages arising out of their service to the Company.

ARTICLE 8: DISPUTE RESOLUTION AND GOVERNING LAW

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
8.2 Dispute Resolution. Any controversy or claim arising out of this Agreement shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be [County], New York.

ARTICLE 9: MISCELLANEOUS

9.1 Entire Agreement. This Agreement constitutes the entire agreement among the Members and supersedes all prior understandings.
9.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
9.3 Amendments. No amendment to this Agreement shall be valid unless in writing and signed by all Members.

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EXECUTION

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

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

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Field Completion: Use "Find and Replace" in your word processor to populate all bracketed [...] fields. Ensure all addresses and percentage interests (Schedule A) are accurate.
2. Verify Authority: Confirm the signatory is authorized to bind the entity (e.g., check the Articles of Organization). If the entity is a Manager-managed LLC, ensure the Manager is the signatory.
3. Schedule A: Create an addendum entitled "Schedule A" listing each Member’s name, address, initial capital contribution, and percentage interest. Attach this to the final signed PDF.
4. Digital Signature: Utilize DocuSign or Adobe Sign for execution. Ensure the "Audit Trail" feature is enabled to create a legally defensible record of the signing process.
5. Record Retention: Retain the executed original in the Company's minute book. Under New York law, a copy must be kept at the Company’s principal office.
6. Filing: This Agreement does not need to be filed with the New York Secretary of State, but keep it readily available for tax purposes and potential bank account verification.