New York LLC operating agreement
Create a New York LLC operating agreement built on N.Y. Limited Liability Company Law. New York is the one state whose statute directs members to adopt a written operating agreement (LLC Law § 417) — though no penalty voids an LLC that hasn't (see the FAQ). The finished PDF states your ownership, management, voting, allocation, and distribution terms expressly, so the statute's default rules only apply where you leave them in place. Sign it electronically or print it — no notarization is required in New York.
Statutory citations and default rules on this page were checked against the official New York code on 2026-07-22.
What this tool covers — and doesn't. It generates an operating agreement for an ordinary New York LLC with one to four members signing electronically, or any number of members signing on paper. It does not form or register your LLC, and it can't be used for professional-licensed practices, Series LLCs, or statutory public benefit LLCs — those need terms this generator doesn't produce (you'll be screened out with an explanation, not a broken document).
Every state page is built from that state's LLC Act, verified against the official legislature or code source — not a syndicated template. The citation and the last-verified date are shown before you enter anything, and the finished agreement names the governing Act. The date records the most recent legal review.
Two ways to sign
Sign electronically (Secure Relay)
Each member signs in their own browser. The document and signatures travel inside the link itself — pass it by QR code or by sending the link; nothing is uploaded. When the last member signs, everyone gets the completed PDF from the same link.
Print and sign
Download the PDF, print it, and have every member sign and date the execution page. No state adds a notary or witness requirement to an operating agreement; the product uses member signatures as evidence of assent.
Federal law generally prevents a signature or agreement from being denied legal effect solely because it is electronic (15 U.S.C. § 7001).
Questions about New York operating agreements
Do I need an operating agreement for my LLC in New York?
Yes — New York LLC Law § 417 directs members to adopt a written operating agreement before, at, or within 90 days after filing the articles of organization. No statute voids or dissolves an LLC that missed the window: New York courts treat the company as valid and apply statutory defaults instead (Matter of Eight of Swords, LLC, 96 A.D.3d 839). Adopting one late is still worthwhile — this generator dates the adoption accurately and notes the timing.
Is this template actually specific to New York?
Yes — the agreement is drafted against N.Y. Limited Liability Company Law, verified 2026-07-22. State law genuinely differs here: New York's default distribution rule is in proportion to contribution value; ordinary decisions default to a majority in interest; amendment defaults to the operating-agreement method under § 417, defaulting to a majority in interest. The generated agreement states each of these expressly instead of leaving them to the statute, and its governing-law clause names New York.
What should an LLC operating agreement include?
At minimum: who the members are and what each contributed; how profits and losses are allocated; when distributions happen; whether the LLC is member-managed or manager-managed; voting thresholds for ordinary decisions, amendments, admitting members, and dissolution; transfer restrictions; what happens when a member leaves; dissolution and winding-up; recordkeeping; and a signature for every member. This generator covers each of these, with New York-specific defaults where you don't choose otherwise.
Member-managed vs. manager-managed — which do I choose?
Member-managed means every member has authority to act for the LLC — the usual choice when all owners work in the business. Manager-managed concentrates authority in one or more named managers (who may or may not be members) — common with passive investors or when one person runs operations. Most states default to member-managed unless the agreement says otherwise, so a manager-managed LLC must state it expressly — this generator does (in Wisconsin the statute demands that express statement, Wis. Stat. § 183.0407). Which fits your company depends on facts this tool can't judge; if control is contested, that's a question for a lawyer, not a template.
Does an LLC operating agreement have to be notarized in New York?
No. No US state requires an operating agreement to be notarized or witnessed — New York included; New York's statute says so expressly. Each member simply signs. That's why the generated document has no notary block: adding one would imply a formality the law doesn't impose.
Do I have to file my operating agreement with the state?
No — in every state the operating agreement is an internal company record. Your LLC is formed by a separate filing (articles of organization or certificate of formation); the agreement itself is never submitted to the Secretary of State. Keep the signed original with your company records and give each member a copy.
Can I sign my operating agreement electronically?
Yes, in every state. Electronic signatures on operating agreements are valid nationwide under the federal ESIGN Act (15 U.S.C. § 7001) and each state's electronic-transactions law, and no state's exclusion list covers an operating agreement. This tool's Secure Relay signing keeps everything in the document link itself — nothing is uploaded or stored. LLCs with five or more members print and sign on paper instead, only because the relay carries up to four signers. New York uses its own statute rather than UETA — the Electronic Signatures and Records Act (State Technology Law art. 3) — and it validates electronic signatures on operating agreements just the same.
I'm the only member — do I really need an operating agreement?
A single-member LLC gets no vote-related benefit from an agreement, but a bank or lender may ask for one, it documents that the company is separate from you, and it fixes what happens to the company if you die or become incapacitated. This generator produces a single-member form — a sole member's declaration where New York law shapes it that way — not a multi-member template with the names swapped.
Will an operating agreement protect my personal assets?
No — no operating agreement can promise or create protection for personal assets. An LLC's liability rules come from statute, and courts can still reach personal assets through veil-piercing, alter-ego, fraudulent-transfer, and bankruptcy doctrines in every state. What an operating agreement does is document that the company is operated separately from its owners. How far New York law limits a member's personal creditors from reaching the company is a separate question — New York does not make the charging order an exclusive remedy — creditors retain other collection routes — and it is a description of current law, not a promise.
How are profits, losses, and votes handled if the agreement is silent?
If an operating agreement doesn't answer a question, N.Y. Limited Liability Company Law does. In New York: in proportion to contribution value for distributions; a majority in interest for ordinary decisions; the operating-agreement method under § 417, defaulting to a majority in interest to amend. This generator doesn't leave the important ones silent — it always writes profit-and-loss allocation expressly (most states have no statutory allocation default at all, only a distribution default, and the two are not the same thing).
Is this really free? What happens to my information?
Free, with no account and no paywall before the download. The document is assembled in your browser; your answers and signatures travel in the link itself and are not stored on any server. If you choose email delivery after signing, the completed link is processed in memory only to send the email and is then discarded — there is nothing for us to keep, sell, or produce. If you lose the link, the document is gone, so save it and download the PDF.
Operating agreements for New York LLCs are governed by N.Y. Limited Liability Company Law (content on this page last verified 2026-07-22). New York LLC Law § 417 directs members to adopt a written operating agreement before, at, or within 90 days after filing the articles of organization. Electronic signatures on the agreement are valid under the Electronic Signatures and Records Act (State Technology Law art. 3) and the federal ESIGN Act, 15 U.S.C. § 7001. The agreement is an internal record and is not filed with any New York agency.
Create your New York operating agreement
LegalDocsBuilder provides general legal information and document automation, not legal advice, and no attorney-client relationship is created. This generator states New York default rules as verified on 2026-07-22; it does not guarantee enforceability or any particular legal outcome, and it is not a substitute for advice about your situation.