Operating Agreement (NY)
Operating Agreement for a New York multi-member, manager-managed LLC
OPERATING AGREEMENT
(New York Limited Liability Company — Multi-Member, Manager-Managed)
This Operating Agreement (this “Agreement”) of [company legal name], a New York limited liability company (the “Company”), is entered into and effective as of [effective date] (the “Effective Date”), by and among the Company and the persons listed as Members on Schedule I (each, a “Member”, and collectively, the “Members”). Capitalized terms not otherwise defined in this Agreement have the meanings set forth in Section 21 (Definitions).
Note: Plain English: This is the agreement that sets out who owns the Company, who runs it, how money flows, and what happens when an owner leaves or the business winds down. New York requires every NY LLC to adopt a written operating agreement within 90 days of formation (NY LLCL Section 417). Without one, default NY LLCL rules apply, and they often produce results owners did not intend (e.g., equal voting regardless of ownership).
Note: New York publication requirement: Within 120 days after filing the Articles of Organization, a NY LLC must publish a notice in two newspapers (one daily, one weekly) designated by the county clerk in the county where the LLC's office is located, for six consecutive weeks, and file an Affidavit of Publication with the NY Department of State (NY LLCL Section 206). Failure to publish suspends the LLC's right to maintain a lawsuit or proceeding in NY courts until the requirement is cured. This is an operational compliance step, not a contract term, but should be completed before the Company conducts material business.
RECITALS
WHEREAS, the Company was formed as a limited liability company under the New York Limited Liability Company Law (the “NY LLCL”) by the filing of Articles of Organization with the New York Department of State on [articles of organization filing date];
WHEREAS, the Members wish to set forth their rights and obligations with respect to the Company, the management of its business, and the relationships among the Members; and
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
1. ORGANIZATIONAL MATTERS
1.1 Name. The Company's legal name is [company legal name]. The Company may operate under the trade name(s) [trade names] as approved by the Manager from time to time.
1.2 Principal Office. The Company's principal office is located at [principal office address], or such other location in New York as the Manager may designate from time to time. The Manager will give prompt notice of any change of office to each Member.
1.3 Registered Office and Registered Agent. The Company's registered agent for service of process in New York, and the Company's registered office, is [registered agent name and address], as named in the Articles of Organization or such other agent or office as the Manager may designate in the manner provided by the NY LLCL.
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New York note
This version is drafted for New York. US contract and employment rules vary by state, so it will not transfer cleanly elsewhere. Tell GitLaw where the parties are and it adjusts the draft.
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