Valid  Operating Agreement Template for New York

Valid Operating Agreement Template for New York

The New York Operating Agreement is a legal document that outlines the management structure and operational procedures of a limited liability company (LLC) in New York. This agreement serves as a foundational blueprint for the members of the LLC, detailing their rights, responsibilities, and the distribution of profits and losses. Understanding this form is essential for ensuring compliance with state laws and fostering clear communication among members.

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The New York Operating Agreement form is a crucial document for anyone looking to establish a Limited Liability Company (LLC) in the state. This form outlines the structure and operational guidelines of the LLC, ensuring that all members are on the same page regarding their roles and responsibilities. Key aspects include the distribution of profits and losses, management structure, and procedures for adding or removing members. Additionally, it addresses how decisions are made within the company, including voting rights and quorum requirements. By laying out these essential details, the Operating Agreement helps prevent misunderstandings and disputes among members, providing a clear framework for the LLC's operations. Whether you are starting a new business or restructuring an existing one, understanding this form is vital for compliance and effective management.

New York Operating Agreement Sample

New York Operating Agreement Template

This Operating Agreement is made effective as of , by and among the undersigned members of , a limited liability company organized under the laws of the State of New York.

This Agreement is intended to govern the operations and management of the Company in accordance with the New York Limited Liability Company Law.

Article I: Formation

The Company was formed as a Limited Liability Company under the laws of the State of New York by filing Articles of Organization with the New York Department of State.

Article II: Members

The Company shall be owned by the following members:

  1. , Address:
  2. , Address:

Article III: Purpose

The purpose of the Company is to engage in any lawful business activity allowed under New York law, including but not limited to:

Article IV: Management

The Company shall be managed by its members. Decisions regarding the Company shall be made by a majority vote of the members.

Article V: Capital Contributions

Initial capital contributions of the members are detailed as follows:

  1. :
  2. :

Article VI: Distributions

Distributions of profits and losses shall be allocated to the members in proportion to their respective percentage interests in the Company.

Article VII: Indemnification

The Company shall indemnify any member or manager to the fullest extent permitted by law for any actions taken on behalf of the Company.

Article VIII: Amendments

This Agreement may be amended only by a written agreement signed by all members.

IN WITNESS WHEREOF

This Operating Agreement has been executed by the undersigned members as of the date first above written.

, Member
, Member

Key takeaways

When filling out and using the New York Operating Agreement form, it is important to keep several key points in mind. Below are nine essential takeaways to consider:

  1. Purpose: The Operating Agreement outlines the management structure and operating procedures of the LLC.
  2. Members: Clearly list all members of the LLC and their respective ownership percentages.
  3. Management Structure: Specify whether the LLC will be member-managed or manager-managed.
  4. Voting Rights: Define the voting rights of members, including how decisions will be made.
  5. Distributions: Detail how profits and losses will be distributed among members.
  6. Meetings: Outline the frequency and procedures for member meetings.
  7. Amendments: Include a process for amending the Operating Agreement in the future.
  8. Compliance: Ensure that the agreement complies with New York state laws governing LLCs.
  9. Signatures: All members should sign the agreement to validate it and indicate their consent.

By keeping these points in mind, individuals can create a comprehensive and effective Operating Agreement for their LLC in New York.