![New York LLC Operating Agreement Template [PDF]](https://contracts.net/_next/image?url=%2Fimages%2Fdocuments%2Fplaceholder-general.png&w=384&q=75)
Customized for New York This document may be legally binding in New York according to your state specific regulations.
The New York limited liability company (LLC) operating agreement is a legal document that regulates how the company will operate on a day-to-day basis and determines the status of each member within the company.
The LLC operating agreement, or business operating agreement, also records each member's contribution to the company, and it determines their scope of authority and share in the company’s profit based on that contribution.
Yes, the operating agreement is required when registering an LLC in New York.
In New York, you have four main types of operating agreements you can choose to draft for your LLC:
Chapter 34 of the Consolidated Laws of New York, also called the Limited Liability Company Law, regulates the status of LLCs in New York.
Moreover, § 417 of this chapter regulates the status of operating agreements in New York.
§ 102(u) provides a definition of an operating agreement as follows:
“’Operating agreement’ means any written agreement of the members concerning the business of a limited liability company and the conduct of its affairs and complying with section four hundred seventeen of this chapter.”
Below, you can find the easiest way to form a limited liability company in New York:
Before filing your LLC registration documents, you should choose a business name for your LLC. Here, you must ensure your business name is distinguishable from other business names registered in New York.
To make sure your business name is distinguishable, you should go to the Division of Corporations database and do a business name search.
When registering an LLC in New York, you can choose between two main types of LLCs:
At this point, you should nominate the agent who will be in charge of receiving official notifications and documents on behalf of the LLC. The agent can be an individual with a registered address in New York or an entity with the authority to operate in New York.
For domestic LLCs, you should file the Articles of Organization. You can complete this step online or file Form DOS-1336-f via mail.
For foreign LLCs, you should file the Application for Authority. Here, there is only the option of filling out Form DOS-1369-f and submitting it via mail. The foreign LLCs should also submit the Certificate of Existence issued by the jurisdiction where the company was initially established.
The filing fee is $200 for domestic LLCs and $250 for foreign LLCs. If you are submitting your application via mail, you should write a check, attach it to your application documents, and send it to the following address:
New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231
After filing your documents, you should publish the notice of formation or the articles of organization in two newspapers designated by the country clerk.
After that, you should complete the Certificate of Publication, attach a $50 filing fee, and send it to the following address:
New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231
After registering the company, you should create the operating agreement. You don’t need to register the operating agreement with any state authority. However, every member should sign the document and keep it for their personal reference.
Finally, you should obtain the EIN in order to open a company bank account and hire employees. You can obtain it online or by filing Form SS-4.
