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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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
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.
GET A CUSTOMIZED NEW YORK LLC
OPERATING AGREEMENT IN MINUTES
