New York LLC operating agreement

Fill in a simple operating agreement for your New York LLC, with one owner or several, and print it to sign. In New York, you form an LLC by filing the Articles of Organization with the New York Department of State, Division of Corporations, for $200.

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What the state says

The law: New York Limited Liability Company Law (Consolidated Laws, Chapter 34) (N.Y. Limited Liability Company Law § 101 et seq.). Official source
Is an operating agreement required?: New York requires the members of an LLC to adopt a written operating agreement, before, when or within 90 days after the Articles of Organization are filed (LLC Law § 417). Official source
Where you file, and the fee: Articles of Organization (DOS-1336), filed with the New York Department of State, Division of Corporations: $200. Official source
Ongoing filings: A New York LLC files a Biennial Statement with the Department of State every two years, naming the address where the state should mail legal papers, for a $9 fee (LLC Law § 301(e)). Official source
Also worth knowing: A new New York LLC must publish a notice of its formation once a week for six successive weeks in two county newspapers, beginning within 120 days after the articles take effect, and then file proof of publication with the state. Official source

Checked against official state sources on November 1, 2026. Fees and rules change, so confirm with the office before you file.

Common questions

Does New York require an LLC operating agreement?
New York requires the members of an LLC to adopt a written operating agreement, before, when or within 90 days after the Articles of Organization are filed (LLC Law § 417).

How much does it cost to form an LLC in New York?
The Articles of Organization filed with the New York Department of State, Division of Corporations costs $200. Check the office's current fee before you file.

Do I file my operating agreement with the New York Department of State, Division of Corporations?
You file the Articles of Organization to form the company. The operating agreement is generally a private document you keep with your company records, and you show it to a bank or lender when they ask.

Does a New York LLC have to file an annual report?
A New York LLC files a Biennial Statement with the Department of State every two years, naming the address where the state should mail legal papers, for a $9 fee (LLC Law § 301(e)).

What law governs a New York LLC?
The New York Limited Liability Company Law (Consolidated Laws, Chapter 34) (N.Y. Limited Liability Company Law § 101 et seq.). The agreement on this page names it in its governing law clause.

What the form asks for

The company: How many owners; Company name, as filed with the state; State where it is formed; Date this agreement starts; Date the state filed the formation document; Main business address; City; State; ZIP; What the company does.
Owners (members): Name; Address; Put in at the start; Ownership.
Who runs it: Management; Manager's name; Big decisions need; Bank for the company's account.

The wording on the printed document

Formation. The Company was formed by filing its formation document with the ________ filing office on ________. Its main address is ________, ________, ________ ________. It keeps its registered agent and registered office as the state requires, and may change them by filing with the state.

Purpose. The Company may carry on ________, and do anything the law allows that supports it.

Term. The Company continues until it is dissolved under this Agreement or by law.

Limited liability. No Member or manager is personally responsible for the Company's debts just for being a Member or manager, except as the law requires or as that person agrees in writing, such as by a personal guarantee.

Contributions. Each Member has put in what is stated above. No Member has to put in more unless every Member agrees in writing.

Sole member. The Member owns 100% of the Company, receives all of its profits and losses, and decides when to take money out, as long as the Company can still pay its debts when they come due.

Profits and distributions. Profits and losses are shared by ownership percentage. The Company pays distributions, by ownership percentage, when the Members decide to, as long as it can still pay its debts when they come due.

Management. The Member runs the Company and may sign for it.

Management. The Members run the Company. Any Member may sign for it in the ordinary course of business. Ordinary decisions need Members holding over half of the ownership.

Management. ________ (the Manager) runs the day-to-day business and may sign for the Company in the ordinary course of business. The Member or Members may replace the Manager, by the vote needed for big decisions.

Big decisions. These need the approval of ________: selling substantially all the Company's assets, merging, taking on debt outside the ordinary course of business, admitting a new Member, changing this Agreement, and dissolving the Company.

Votes. Members vote by ownership percentage. A decision may be made at a meeting or in writing, including by email.

Money and records. The Company keeps its money in its own account, separate from any Member's, and keeps accurate books. Its tax year is the calendar year unless the law requires otherwise. Each Member may read the books on reasonable notice.

Tax treatment. Unless the Member chooses otherwise, the Company is treated as a disregarded entity for federal income tax.

Tax treatment. Unless the Members choose otherwise, the Company is treated as a partnership for federal income tax.

Transfers. The Member may transfer any or all of the Member's interest. If the Member dies, the Member's estate or heirs may continue the Company.

Transfers. A Member may not transfer an interest without the written approval of the other Members. If a Member dies or leaves, the remaining Members decide within 90 days whether the Company buys that interest at a fair value they agree on, or continues with the Member's successor holding only the right to distributions.

Dissolution. The Company dissolves when the Member or Members decide to, or as the law requires. It then pays its debts, and anything left goes to the Member or Members by ownership percentage.

Protection. The Company covers a Member or manager for losses from acting in good faith for the Company, to the extent the law allows and not for fraud or willful misconduct.

General. This is the whole agreement among the Members about the Company. Changes must be in writing and signed by the Members. If a part cannot be enforced, the rest stands. This Agreement is governed by ________.

This is a general template, not legal advice. Check with an attorney for your situation.

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