Is an operating agreement required for New York LLCs?

Yes. New York law requires the members to adopt a written operating agreement, before the Articles of Organization are filed, when they are filed, or within 90 days after. It is kept with the LLC's records and is not filed with the Department of State. Without an operating agreement, your LLC will default to New York's statutory LLC rules under the New York Limited Liability Company Law, which may not align with your business goals. Additionally, banks and investors often demand to see an operating agreement before providing financing or capital. New York requires you to file Articles of Organization (Form DOS-1336-f), but the operating agreement remains internal documentation. **Next step:** Draft or use a customizable template to create an operating agreement that defines member contributions, profit distribution, management structure, and dispute resolution, then maintain it with your LLC records.

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

Yes, you can draft your own LLC operating agreement in New York. New York law requires one, though it does not have to exist before you file. New York doesn't mandate filing an operating agreement with the Department of State, and you can create one using templates or from scratch without attorney assistance. However, the practical reality is more nuanced. New York courts will apply default LLC rules under the New York Limited Liability Company Law if your agreement is ambiguous or missing critical provisions, and these defaults may not reflect your actual intentions. Self-drafting works for straightforward single-member LLCs with standard structures. For multi-member operations, significant assets, or non-standard arrangements, investing in an attorney review prevents costly disputes later. Next step: Use a state-compliant template as your foundation, then consult a New York business attorney if your situation involves multiple members or complex ownership dynamics.

Does a New York LLC operating agreement need to be notarized?

No, New York doesn't require LLC operating agreements to be notarized. Under the New York Limited Liability Company Law, the agreement becomes legally binding and effective the moment all members sign it. Notarization is entirely optional. To proceed, gather executed signatures from all members, then decide whether to visit a New York notary public for authentication. Many banks in New York offer notary services free to account holders.

What happens if my New York 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 York's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in New York before you draft the agreement.

Can I amend my New York LLC operating agreement after it's signed?

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 York's LLC law can apply, so check them, or ask a New York 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 Articles of Organization on file with the state, New York uses a separate filing, the Certificate of Amendment.

New York LLC Operating Agreement: What to Include

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

By Edmond Hui · Last updated: October 2026

New York law requires an LLC to have an operating agreement. Here is what to include. See exactly what to include below.

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Key sections of a New York LLC operating agreement, listing the 7 provisions the document should cover. — What a New York operating agreement should contain, section by section. Source: New York Department of State, Division of Corporations.

State Requirements

Required By Law	yes
Must Be Filed	no

What to Include in Your Operating Agreement

Ownership & membership

Define each member's ownership percentage and initial capital contributions. This section establishes who owns what portion of your New York LLC and prevents future disputes.

Management structure

Specify whether your LLC is member-managed or manager-managed and outline decision-making authority. This clarifies who has the power to make binding business decisions for the company.

Voting rights

Detail voting procedures, quorum requirements, and what decisions require member approval. Clear voting rules prevent deadlocks and ensure important business matters are handled properly.

Profit/loss allocation

Explain how profits and losses will be distributed among members, including timing and calculation methods. This section matters for tax reporting and member compensation expectations.

Member duties

Outline each member's responsibilities, time commitments, and restrictions on competing activities. Setting clear expectations helps maintain professional relationships and protects business interests.

Dissolution process

Establish procedures for winding up the LLC, including asset distribution and member withdrawal terms. Planning for dissolution protects all parties if the business relationship ends.

Amendment procedures

Define how the operating agreement can be modified, including required votes and documentation. Having clear amendment rules allows your agreement to evolve with your growing business.

Read this guide for another state:

Frequently Asked Questions

: Yes. New York law requires the members to adopt a written operating agreement, before the Articles of Organization are filed, when they are filed, or within 90 days after. It is kept with the LLC's records and is not filed with the Department of State. Without an operating agreement, your LLC will default to New York's statutory LLC rules under the New York Limited Liability Company Law, which may not align with your business goals. Additionally, banks and investors often demand to see an operating agreement before providing financing or capital. New York requires you to file Articles of Organization (Form DOS-1336-f), but the operating agreement remains internal documentation. **Next step:** Draft or use a customizable template to create an operating agreement that defines member contributions, profit distribution, management structure, and dispute resolution, then maintain it with your LLC records.
: Yes, you can draft your own LLC operating agreement in New York. New York law requires one, though it does not have to exist before you file. New York doesn't mandate filing an operating agreement with the Department of State, and you can create one using templates or from scratch without attorney assistance. However, the practical reality is more nuanced. New York courts will apply default LLC rules under the New York Limited Liability Company Law if your agreement is ambiguous or missing critical provisions, and these defaults may not reflect your actual intentions. Self-drafting works for straightforward single-member LLCs with standard structures. For multi-member operations, significant assets, or non-standard arrangements, investing in an attorney review prevents costly disputes later. Next step: Use a state-compliant template as your foundation, then consult a New York business attorney if your situation involves multiple members or complex ownership dynamics.
: No, New York doesn't require LLC operating agreements to be notarized. Under the New York Limited Liability Company Law, the agreement becomes legally binding and effective the moment all members sign it. Notarization is entirely optional. To proceed, gather executed signatures from all members, then decide whether to visit a New York notary public for authentication. Many banks in New York offer notary services free to account holders.
: 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 York's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in New York 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 York's LLC law can apply, so check them, or ask a New York 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 Articles of Organization on file with the state, New York uses a separate filing, the Certificate of Amendment.

Sources

7 documents

Each entry below is a document recorded in our verified New York 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 York statute: New York LLC Law § 417 (operating agreement)
New York statute: § 417 (operating agreement)
New York statute: § 503 (profit and loss allocation)
New York statute: § 402(c) (amendment by majority in interest)
New York statute: § 417(b) (member consent to amendments)
New York statute: New York's LLC Law (written operating agreement)
dos.ny.gov/forming-limited-liability-company-new-yorkNew York Department of State, Division of Corporations: 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

State Requirements

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 York 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 York LLC?

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