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New York LLC Operating Agreement

The New York LLC Operating Agreement is the core document that is referred to when issues concerning a New York limited liability company (“LLC”) need to be resolved.

The state of New York requires a New York LLC to have a LLC Operating Agreement.

The LLC Operating Agreement is the most important document for your New York LLC.

In the case of a single member LLC, without the formality of an LLC Operating Agreement, the LLC can closely resemble a sole proprietorship, which does not limit your personal liability for business debts of the LLC.

With respect to a multi-member LLC, the LLC Operating Agreement reflects the agreement among the members with respect to the affairs and management of the LLC and governs the relationship amongst the members of the LLC. By having an LLC Operating Agreement, the members will be provided with a clear set of rules that all members have agreed upon greatly reducing the likelihood of disagreement between them in the future. A LLC Operating Agreement will also greatly reduce financial and management misunderstandings, and make sure your business is governed by your own rules -- not default rules created by the state of New York.

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Whether your LLC will have one or more members, will be managed by its members or by elected managers, or will be granting one or more members an interest in the LLC for the performance of services, myLLCagreement.com will generate a customized LLC operating agreement tailored to the needs of your business.

If you don’t want to spend thousands of dollars on a lawyer and don’t trust outdated internet forms, then let myLLCagreement.com help you create a customized LLC operating agreement for your New York LLC.

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The LLC operating agreement does not have to be filed with any state agency. All states, including the state of New York will enforce valid operating agreements entered into among LLC members. The operating agreement will only be enforced against the persons who are parties to the agreement. Therefore, it is extremely important that all members of an LLC sign the operating agreement.

Your New York Limited Liability Company

LLC Filing Office

Department of State
Division of Corporations, State Records and Uniform Commercial Code
41 State Street
Albany, NY 12231
Tel: 518-473-2492
www.dos.state.ny.us/corp/orpwww.html
Check Name Availability

Entity or Franchise Level Tax

New York: For tax years before 2003 and after 2006, every LLP, LLC treated as a partnership, and disregarded single-member LLC with New York-source income is subject to an annual filing fee of $50 for each partner or member as of the last day of the taxable year.  The minimum fee is $325 and the maximum fee is $10,000.

New York City: Partnerships and LLCs treated as partnerships are subject to the New York City unincorporated business tax (UBT).  The tax is imposed at the rate of 4 percent on the apportioned unincorporated business income of the entity.

State LLC Act

The New York LLC Law is contained in Chapter 34 of the New York Consolidated Laws

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The New York LLC Law

Important Statutory Rules


LLC Management

An LLC is managed by its members unless the Operating Agreement states that the LLC is to be managed by one or more managers.

Admission of Members

Unless otherwise provided in the Operating Agreement, new interests in the LLC must be issued with the consent of a majority-in-interest of the members (the members with a majority of the interests in the LLC profits).  Unless otherwise provided in the Operating Agreement, the admission of a transferee as a member must be approved by consent of a majority-in-interest of non-transferring members (non-transferring members owning more than 50% of the interests in LLC profits).

Amending the Operating Agreement

Unless otherwise provided in the Operating Agreement, the approval of a majority-in-interest (the members with a majority of the interests in the LLC profits) of the voting members is required to amend the Operating Agreement.  However, amendments to the Operating Agreement that accomplish any of the following purposes must be approved by all members adversely affected by the amendment: (i) a change in contributions made by members, (ii) a change in the allocation of tax items, or (iii) a change in the manner of computing distributions.

Dissolution

Unless otherwise specified in the Operating Agreement, approval of members owning at least two-thirds of the interests in the profits of the LLC is required to sell all LLC assets or voluntarily dissolve the LLC.

Withdrawal of Members

A member may withdraw as a member of an LLC only in accordance with the Operating Agreement.

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