Operating Agreement Template Nyc

OPERATING AGREEMENT: LIMITED LIABILITY COMPANY

Document ID: LLC-NY-ORG-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: State of New York

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LEGAL DISCLAIMER

This document is provided for informational and drafting purposes only and does not constitute formal legal advice. This template is designed in accordance with the New York Limited Liability Company Law (NY LLC Law). Laws concerning entity formation are subject to frequent change and judicial interpretation. You are strongly advised to have this document reviewed by qualified legal counsel licensed in the State of New York to ensure compliance with specific tax filings, publication requirements under Section 206 of the NY LLC Law, and individual member requirements.

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1. ORGANIZATION AND PARTIES

This Operating Agreement (the "Agreement") is entered into as of the [Effective Date] (the "Effective Date") by and among:

[Company Full Legal Name], a New York Limited Liability Company, having its principal office at [Company Principal Address] (the "Company"); and

[Member 1 Name], residing at [Member 1 Address]; and [Member 2 Name], residing at [Member 2 Address] (collectively, the "Members").

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2. FORMATION AND PURPOSE

2.1 Formation: The Members have formed a Limited Liability Company pursuant to the New York Limited Liability Company Law. The Articles of Organization were filed with the Secretary of State of New York on [Filing Date].
2.2 Purpose: The purpose of the Company is to engage in [Description of Business Activity] and any other lawful act or activity for which limited liability companies may be organized under the laws of the State of New York.
2.3 Term: The Company shall continue in existence until dissolved in accordance with this Agreement or the NY LLC Law.

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3. CAPITAL CONTRIBUTIONS AND OWNERSHIP

3.1 Initial Contributions: Each Member shall contribute the amount set forth opposite their name in Exhibit A (the "Capital Contribution").
3.2 Ownership Interests: Ownership interests shall be represented by Percentage Interests as follows: [Member 1 Name]: [XX]%; [Member 2 Name]: [XX]%.
3.3 Additional Contributions: No Member shall be required to make additional capital contributions unless unanimously approved by the Members.

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4. MANAGEMENT AND VOTING

4.1 Management: The Company shall be managed by [Members / A Manager].
4.2 Voting: Except as otherwise provided by law, all decisions shall be made by a majority vote of the Members based on their respective Percentage Interests.
4.3 Binding Authority: No Member, unless authorized by the Managers or the Members, shall have the power to bind the Company to any contract or obligation.

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5. DISTRIBUTIONS AND TAXES

5.1 Distributions: Net profits and losses shall be allocated to Members in proportion to their Percentage Interests. Distributions shall be made at such times and in such amounts as determined by the Members.
5.2 Tax Classification: The Company shall be treated as a [Partnership / Disregarded Entity] for federal and state income tax purposes unless otherwise elected.

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6. CONFIDENTIALITY AND NON-DISCLOSURE

Members shall hold in strict confidence all non-public information concerning the Company’s business, trade secrets, and financial affairs. This obligation shall survive the termination of this Agreement or the withdrawal of a Member.

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7. TRANSFER OF INTERESTS

No Member may sell, assign, transfer, or encumber their interest in the Company without the prior written consent of all other Members. Any attempted transfer in violation of this section shall be null and void.

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8. DISSOLUTION AND TERMINATION

The Company shall dissolve upon: (a) The entry of a decree of judicial dissolution; (b) The unanimous written consent of all Members; or (c) The occurrence of any other event of dissolution specified under the NY LLC Law.

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9. GOVERNING LAW AND DISPUTE RESOLUTION

9.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
9.2 Dispute Resolution: Any dispute arising out of this Agreement shall be submitted to mandatory binding arbitration in [County Name], New York, in accordance with the rules of the American Arbitration Association.

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10. MISCELLANEOUS

10.1 Entire Agreement: This document constitutes the entire agreement between the parties.
10.2 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
10.3 Amendments: No amendment to this Agreement shall be effective unless in writing and signed by all Members.

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11. EXECUTION

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

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

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12. EXECUTION AND FILING GUIDE

1. Customization: Open this document in your preferred word processor. Use "Find and Replace" to systematically update all bracketed [ ] information.
2. Verification: Ensure that the "Purpose" clause accurately reflects the business activity to avoid regulatory conflict. Verify that the "Management" structure (Member-managed vs. Manager-managed) aligns with your Articles of Organization.
3. Publication Requirement: Note that NY LLC Law § 206 requires a notice of formation to be published in two newspapers designated by the County Clerk. Confirm this has been satisfied.
4. Digital Execution: If using DocuSign or Adobe Sign, ensure the "Signature Order" is set to include all Members. Once executed, export the final PDF with the "Certificate of Completion" attached to the file.
5. Record Retention: Maintain the signed digital original in a secure, encrypted cloud repository. Keep a printed hard copy at the Company’s principal office address as part of the official corporate minute book.