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New Jersey LLC Operating Agreement Template
New Jersey's operating agreement may be oral, implied, in a record or a combination, and where it is silent, the Revised Uniform Limited Liability Company Act steps in. That act splits distributions before dissolution equally regardless of capital contributed, which can shortchange a larger investor. Also plan for the $75 annual report, due by the end of your LLC's anniversary month.
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New Jersey rules to know
Agreement may be oral or written
New Jersey's operating agreement may be oral, implied, in a record, or a combination. The Revised Uniform Limited Liability Company Act supplies rules on anything the agreement does not cover.
N.J.S.A. 42:2C-1 et seq.; 42:2C-11
Default management by majority
Unless the agreement says otherwise, an LLC is member-managed, ordinary matters are decided by a majority of members, and acts outside the ordinary course or amendments generally require all members' consent.
N.J.S.A. 42:2C-37
Distributions default to equal shares
Without contrary terms, distributions before dissolution are made in equal shares among members, regardless of capital contributed. Members with unequal investments should set out their split in the agreement.
N.J.S.A. 42:2C-34
Loyalty limits and annual report
The agreement generally cannot eliminate the duty of loyalty or good faith and fair dealing, though it can restrict them if not manifestly unreasonable. File a $75 annual report each year by the end of the LLC's anniversary month.
N.J.S.A. 42:2C-11, 42:2C-39; New Jersey Division of Revenue annual report rules
Last updated 2026-10-05
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What a llc operating agreement covers
- Members, ownership percentages and capital contributions
- Member-managed or manager-managed
- Profit and loss allocation and distributions
- Voting and major decisions
- Transfers of membership interests and buyouts
- Dissolution and winding up
Frequently asked questions
- Why should New Jersey members with unequal investments write down their distribution split?
- Without contrary terms, New Jersey makes distributions before dissolution in equal shares among members, regardless of capital contributed. A member who invested more would receive the same share as one who invested less, so members with unequal investments should set out their intended split in the operating agreement.
- Which New Jersey LLC decisions require every member's consent?
- Unless the agreement says otherwise, a New Jersey LLC is member-managed and ordinary matters are decided by a majority of members. Acts outside the ordinary course of business and amendments to the agreement generally require the consent of all members, which your agreement can adjust to fit your company.
- Can a New Jersey operating agreement restrict the duty of loyalty?
- Yes, within limits. New Jersey generally does not allow the agreement to eliminate the duty of loyalty or the obligation of good faith and fair dealing, but it can restrict them if the restrictions are not manifestly unreasonable. Draft any such limits narrowly and tie them to your business's actual activities.
- Does a single-member LLC need an operating agreement?
- Usually it isn't legally required, but it helps show the LLC is a separate business from you — which supports liability protection — and banks often ask for one.
- What happens if we don't have one?
- Your state's LLC statute fills the gaps with default rules on voting, profit splits and departures, which may not match what the members actually agreed.
- Do I file the operating agreement with the state?
- Generally no. It's an internal document the members keep, separate from the articles of organization filed with the state.
LLC Operating Agreement in other states
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