New York LLC Operating Agreement Template (PDF & Word) – 2026

Most people who type “LLC operating agreement template” into Google don’t actually want a perfect document — they want one that will hold up when it matters, in New York, without forcing them to pay a lawyer hundreds of dollars for what should be a routine paperwork exercise. That is what this page is for. Below you will find a LLC operating agreement in New York that incorporates the standard provisions courts expect, in both PDF and editable Word format.

This page provides a free, New York-compliant LLC Operating Agreement template in both PDF and Microsoft Word format. The template incorporates New York-specific statutory references, mandatory disclosures, and best-practice provisions. Download the version that fits your workflow, customize the bracketed fields, and execute according to the signing instructions below.

A Concrete Example

Two friends form an LLC in New York to run a marketing consultancy. They each contribute $5,000 and agree to split profits 50/50. Eighteen months in, one of them lands a major client and starts working 60 hours a week while the other coasts at 10 hours a week. With no operating agreement, the default 50/50 split keeps both equal. With a properly drafted operating agreement, the active partner has options: distributions weighted by hours, a buyout trigger if the inactive partner falls below an effort threshold, or a salary draw for the active partner before profit splits.

That single drafting choice — adding effort-weighted distributions to the operating agreement up front — prevents the most common cause of LLC dissolution among friends: the gradual realization that one person is doing all the work for half the upside. The template below includes both the standard 50/50 structure and the alternative weighted-distribution language for when partners want to plan for the unequal effort scenario.

New York LLC Operating Agreement: Legal Framework

New York LLCs are governed by the New York Limited Liability Company Law (NY LLC Law). The most important non-substantive feature is §206’s publication requirement: within 120 days of filing the articles of organization, the LLC must publish a notice in two newspapers (one daily, one weekly) designated by the county clerk of the county where the LLC’s principal office is located, for six successive weeks, and file an affidavit of publication with the Department of State.

The publication requirement is notorious for being expensive in New York County (Manhattan), where designated newspapers charge thousands of dollars for the required notices. Many practitioners advise clients to designate a county outside Manhattan as the principal office to minimize publication cost. Failure to comply suspends the LLC’s authority to conduct business in New York until cured.

New York imposes an annual filing fee on LLCs taxed as partnerships, scaling from $25 to $4,500 based on New York-source income.

Key Provisions to Include

• Company name and principal office. The exact legal name as registered, and the address of the principal place of business.
• Members and capital contributions. Each member’s name, percentage interest, and initial capital contribution (cash, property, services).
• Management structure. Member-managed (every member has authority to bind the LLC) or manager-managed (only designated managers have authority). State the default in the articles of organization to ensure consistency.
• Voting and quorum. Per-capita, per-interest, or per-class voting. Quorum thresholds for major decisions vs. ordinary business.
• Distributions. When and how profits are distributed — pro-rata to membership interests is the default, but waterfalls, preferred returns, and tiered distributions can be specified.
• Allocations of profit and loss. Tax allocations under IRC §704(b) — usually pro-rata to interests, but special allocations require substantial economic effect.
• Transfer restrictions. Right of first refusal, tag-along, drag-along, and consent requirements for member transfers.
• Buyout provisions. What happens on a member’s death, disability, divorce, bankruptcy, or voluntary withdrawal.
• Dissolution. Events that trigger dissolution and the procedure for winding up.
• Indemnification. The LLC’s obligation to indemnify members, managers, and officers for liabilities arising from LLC activities.
• Books and records. What records the LLC will maintain and members’ inspection rights.
• Tax matters. Tax election (default partnership, or check-the-box for S-corp or C-corp treatment); designation of partnership representative under BBA.

Common Mistakes to Avoid

• Skipping the operating agreement entirely. Defaults are rarely what the members would have negotiated. For single-member LLCs, skipping the agreement also weakens the limited liability shield in piercing-the-veil cases.
• Using a template from the wrong state. State LLC acts differ on default rules for management, voting, transfer restrictions, and fiduciary duties.
• Inconsistency between articles of organization and operating agreement. The articles control on matters that must be in the articles (e.g., manager-managed designation in some states).
• No provision for member exit. Without buyout provisions, a member who wants out can force a dissolution sale or hold the LLC hostage.
• Vague capital contribution descriptions. «Services to be rendered» creates tax and valuation disputes. Specify the dollar value and timing.
• Forgetting the tax election. The default is partnership taxation for multi-member LLCs and disregarded entity for single-member. S-corp or C-corp elections must be filed timely on Form 2553 or 8832.
• Missing state-specific filings. Annual reports, franchise taxes, and (in New York) publication. Missing them can administratively dissolve the LLC.

Frequently Asked Questions

Is an operating agreement required in New York?

YES. Unlike most states, New York LLC Law §417 requires every LLC to adopt a written operating agreement before, at the time of, or within 90 days after the formation. This is one of the few states with a statutory mandate.

What is the New York publication requirement?

NY LLC Law §206 requires every newly formed LLC to publish notice of formation in two newspapers (one daily, one weekly) designated by the county clerk for six successive weeks within 120 days of formation. Cost ranges from a few hundred dollars in upstate counties to several thousand in Manhattan.

What is the New York LLC filing fee?

The Articles of Organization filing fee is $200. After publication, the affidavit of publication and Certificate of Publication must be filed with the Department of State for an additional $50 fee.

Does New York charge an annual LLC fee?

Yes. LLCs taxed as partnerships pay a filing fee scaling from $25 to $4,500 based on New York-source gross income. LLCs taxed as C-corporations pay the New York corporate franchise tax instead.

What happens if I do not publish?

Failure to publish within 120 days suspends the LLC’s authority to conduct business in New York. The suspension can be cured at any time by completing publication and filing the certificate, but the LLC cannot maintain a lawsuit in New York courts while suspended.

Can I designate a non-Manhattan principal office to avoid expensive publication?

Yes, and it is common practice. Many practitioners advise clients with no specific Manhattan tie to designate the principal office in a county with low publication costs. The principal office can be changed later if needed.

Does New York permit member-managed LLCs?

Yes. Member-managed is the default under NY LLC Law §401. Manager-managed must be specified in the articles of organization.

Is the operating agreement filed publicly in New York?

No, but it is mandatory. The operating agreement is an internal document.

Download the Free New York LLC Operating Agreement

Both versions below are the same New York-compliant document, formatted for different workflows. The PDF is ready to print and execute. The Word version is editable in Microsoft Word, Google Docs, or LibreOffice.

A note on legal effect: this template is designed to be functional, not bulletproof. It covers the standard situations correctly, but edge cases (multi-party transactions, regulated industries, cross-jurisdictional issues, distressed counterparties) usually need attorney review. We are not your lawyer. Use the template, but get a second opinion if the stakes are real.

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