New York LLC Operating Agreement (2026)
Yes. A written operating agreement must be adopted before, at the time of, or within 90 days after filing the Articles of Organization (LLC Law §417). It is not filed with the Department of State. Separately, the LLC must publish a notice for 6 consecutive weeks in 2 newspapers chosen by the county clerk and file a Certificate of Publication ($50 fee) within 120 days (LLC Law §206), or its authority to do business is suspended. It is governed by the New York Limited Liability Company Law.
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- Single-Member LLC Operating AgreementFor an LLC with one owner: management, separateness to protect limited liability, distributions and a successor designee.
- Multi-Member LLC Operating AgreementFor an LLC with two or more owners: percentages, voting, major decisions, transfers, buyout and dispute resolution.
New York LLC operating agreement: key facts
- Is a written operating agreement required?
- Yes. A written operating agreement must be adopted before, at the time of, or within 90 days after filing the Articles of Organization (LLC Law §417). It is not filed with the Department of State. Separately, the LLC must publish a notice for 6 consecutive weeks in 2 newspapers chosen by the county clerk and file a Certificate of Publication ($50 fee) within 120 days (LLC Law §206), or its authority to do business is suspended.
- State LLC law
- New York Limited Liability Company Law
- Default rules
- The law does not state the consequence of not adopting the agreement (Department of State).
- Filed with the state?
- No. The operating agreement is kept with the company records and is not filed with the Department of State.
Official sources: NY LLC Law §417 · NY LLC Law §206 · NY Department of State — Forming an LLC · Last reviewed: October 2026
Frequently asked questions
- Is an operating agreement required in New York?
- Yes. A written operating agreement must be adopted before, at the time of, or within 90 days after filing the Articles of Organization (LLC Law §417). It is not filed with the Department of State. Separately, the LLC must publish a notice for 6 consecutive weeks in 2 newspapers chosen by the county clerk and file a Certificate of Publication ($50 fee) within 120 days (LLC Law §206), or its authority to do business is suspended.
- Do I need one if I am the only member?
- It is strongly recommended: it helps show the LLC is separate from you, which protects your limited liability, and banks often ask for it.
- Is the operating agreement filed with the state?
- No. The operating agreement is kept with the company records and is not filed with the Department of State.
- Do you ask for Social Security numbers?
- No. The EIN is optional and we never ask for an SSN or bank account number.
- Can I get it in Spanish?
- Yes. You sign the English agreement and also receive a Spanish reference translation and Spanish instructions.
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