Is an operating agreement required for New Jersey LLCs?

This page has not confirmed whether New Jersey law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what New Jersey requires, check the website of the state agency that registers LLCs in New Jersey, or ask a business attorney licensed in New Jersey.

Can I write my own LLC operating agreement in New Jersey?

Yes, you can write your own New Jersey LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in New Jersey's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in New Jersey, and consider having a business attorney licensed in New Jersey review your draft before the members sign it.

Does my New Jersey LLC operating agreement need to be notarized?

This page has not confirmed whether New Jersey law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.

What happens if my New Jersey LLC doesn't have an operating agreement?

Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in New Jersey's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in New Jersey before you draft the agreement.

Can I change my LLC operating agreement after it's written?

Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in New Jersey's LLC law can apply, so check them, or ask a New Jersey business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Public Records Filing for New Business Entity on file with the state, New Jersey uses a separate filing, the Certificate of Amendment to the Certificate of Formation.

New Jersey LLC Operating Agreement: What to Include

What to put in an operating agreement for your New Jersey LLC, and how single-member and multi-member agreements differ.

By Edmond Hui · Last updated: October 2026

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Key sections of a New Jersey LLC operating agreement, listing the 7 provisions the document should cover. — What a New Jersey operating agreement should contain, section by section. Source: New Jersey Division of Revenue and Enterprise Services.

What to Include in Your Operating Agreement

Ownership & membership

Define each member's ownership percentage and capital contributions. This prevents disputes about who owns what portion of your New Jersey LLC.

Management structure

Specify whether your LLC is member-managed or manager-managed. This determines who has authority to make business decisions and sign contracts.

Voting rights

Establish how decisions are made and what percentage of votes are needed for different types of business matters. Clear voting procedures prevent deadlock situations.

Profit/loss allocation

Detail how profits and losses are distributed among members. This doesn't have to match ownership percentages but should be clearly documented for tax purposes.

Member duties

Outline each member's responsibilities, time commitments, and restrictions on competing businesses. This sets clear expectations for everyone involved.

Dissolution process

Define the steps for closing the LLC, including how assets are distributed and debts are handled. Having this in writing prevents costly legal battles later.

Amendment procedures

Establish how the operating agreement can be changed in the future. Specify what vote percentage is needed and whether amendments must be in writing.

Read this guide for another state:

Frequently Asked Questions

: This page has not confirmed whether New Jersey law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what New Jersey requires, check the website of the state agency that registers LLCs in New Jersey, or ask a business attorney licensed in New Jersey.
: Yes, you can write your own New Jersey LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in New Jersey's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in New Jersey, and consider having a business attorney licensed in New Jersey review your draft before the members sign it.
: This page has not confirmed whether New Jersey law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.
: Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in New Jersey's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in New Jersey before you draft the agreement.
: Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in New Jersey's LLC law can apply, so check them, or ask a New Jersey business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Public Records Filing for New Business Entity on file with the state, New Jersey uses a separate filing, the Certificate of Amendment to the Certificate of Formation.

Sources

2 documents

Each entry below is a document recorded in our verified New Jersey sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so. Where we hold the citation but no stable public link, the citation is printed on its own rather than pointed at a guessed address.

New Jersey statute: N.J.S.A. 42:2C (LLC Act)
nj.gov/treasury/revenue/New Jersey Division of Revenue and Enterprise Services: business entity filings

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Edmond Hui · Founder, MyStateLLC

Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.

How we check facts

What to Include in Your Operating Agreement

Ownership & membership

Management structure

Voting rights

Profit/loss allocation

Member duties

Dissolution process

Amendment procedures

Frequently Asked Questions

Sources

More for New Jersey LLCs

Start and set up

Taxes, money and growth

Stay compliant

Operate in other states

Compare structures

By owner type

By profession

Ready to Form Your New Jersey LLC?

More New Jersey LLC Guides

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