'/%3e%3crect%20x='28'%20y='24'%20width='40'%20height='8'%20rx='2.5'%20fill='%23fff'/%3e%3crect%20x='42'%20y='30'%20width='12'%20height='32'%20rx='2.5'%20fill='%23fff'/%3e%3cpath%20d='M30%2060%20L46%2078%20L82%2034'%20fill='none'%20stroke='%23fff'%20stroke-width='11'%20stroke-linecap='round'%20stroke-linejoin='round'/%3e%3c/svg%3e){kind=small}
New York LLC Operating Agreement Template
New York requires a written operating agreement, generally adopted before, at or within 90 days after filing the articles of organization, and single-member LLCs are covered too. Separately, a new LLC must publish notice in two newspapers for six consecutive weeks within 120 days of formation, or its authority to carry on business is suspended until it complies.
Describe your situation below for a custom contract, add one you already have to review it for risks, or download the free template.
Draft a contract, or add one to review.
Describe the agreement you need in plain English, or drop a PDF or Word file. Free to start.
New York rules to know
Written agreement required within 90 days
New York requires members to adopt a written operating agreement, generally before, at or within 90 days after filing the articles of organization. Single-member LLCs are covered too.
N.Y. Limited Liability Company Law § 417
Publication is mandatory
Within 120 days after formation, an LLC must publish notice in two newspapers designated by the county clerk for six consecutive weeks and file a Certificate of Publication. Failing to comply suspends the LLC's authority to carry on business until it does.
N.Y. Limited Liability Company Law § 206
Defaults tie to profit share
Without contrary terms, management is vested in the members, who generally vote in proportion to their share of current profits. Distributions generally follow the value of each member's contributions as stated in company records.
N.Y. Limited Liability Company Law §§ 401, 402, 504
Liability limits have exceptions
The operating agreement can limit or eliminate managers' personal liability for damages, but not for bad faith, intentional misconduct, knowing violations of law, improper personal gain, or improper distributions. LLCs also file a biennial statement with the Department of State.
N.Y. Limited Liability Company Law §§ 417(a), 508
Last updated 2026-10-05
Download the free template
Our New York LLC Operating Agreement template as a Word document — a general starting point you fill in yourself. Sign in free to download it.
Want it written for your situation instead? Describe it in the box above and get a custom contract for $4.99.
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
- When must a New York LLC adopt its written operating agreement?
- New York requires members to adopt a written operating agreement generally before, at or within 90 days after filing the articles of organization. The requirement applies to single-member LLCs as well, so even a solo owner should have a signed written agreement in place early rather than relying on an informal understanding.
- How does New York's LLC publication requirement work?
- Within 120 days after formation, a New York LLC must publish notice in two newspapers designated by the county clerk for six consecutive weeks, then file a Certificate of Publication. If the LLC fails to comply, its authority to carry on business is suspended until it does, so treat publication as part of your formation checklist.
- Can a New York operating agreement protect managers from personal liability?
- Partly. The agreement can limit or eliminate managers' personal liability for damages, but not for bad faith, intentional misconduct, knowing violations of law, improper personal gain, or improper distributions. Also note that, without contrary terms, management is vested in the members, who generally vote in proportion to their share of current profits.
- 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
We use strictly necessary cookies to run the app. With your consent, we also use analytics and marketing cookies to improve and promote our services. See our Privacy Policy.