LIMITED LIABILITY COMPANY OPERATING AGREEMENT
[COMPANY NAME], LLC
A New York Limited Liability Company
Effective Date: [DATE]
[// GUIDANCE: Governed by the New York Limited Liability Company Law, NY LLCL §§ 101 et seq. CRITICAL: New York requires PUBLICATION of LLC formation in two newspapers for six consecutive weeks within 120 days of formation (NY LLCL § 206). This can be expensive, especially in NYC counties. Biennial statements required with Department of State. NYC LLCs may also be subject to NYC Unincorporated Business Tax (UBT).]
ARTICLE I - FORMATION
1.1 Formation
The Members form a limited liability company pursuant to the New York Limited Liability Company Law, NY LLCL §§ 101 et seq. (the "Act") by filing Articles of Organization with the New York Department of State.
1.2 Name
[COMPANY NAME], LLC
1.3 Principal Office
[ADDRESS], New York [ZIP]
1.4 Registered Agent
Agent: [NAME]
Address: [ADDRESS], New York [ZIP]
1.5 Term
Perpetual, unless dissolved per this Agreement or the Act.
1.6 Publication Requirement
[// GUIDANCE: NY LLCL § 206 requires publication of a copy of the Articles of Organization or a notice of formation in two newspapers (one daily, one weekly) in the county of the LLC's principal office for six consecutive weeks. Obtain a Certificate of Publication from the newspapers and file an Affidavit of Publication with the Department of State within 120 days of formation. Failure to publish may result in suspension of the LLC's authority to conduct business.]
The Company shall comply with the publication requirements of NY LLCL § 206.
ARTICLE II - PURPOSE
The Company is formed for [DESCRIBE PURPOSE] and any lawful purpose under the Act.
ARTICLE III - MEMBERS
See Exhibit A for Members, Capital Contributions, and Percentage Interests.
ARTICLE IV - CAPITAL
4.1 Initial Contributions
Per Exhibit A.
4.2 Capital Accounts
Maintained per IRC § 704(b) regulations.
ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS
Profits, Losses, and Distributions per Percentage Interests.
ARTICLE VI - MANAGEMENT
☐ MEMBER-MANAGED: All Members participate equally.
☐ MANAGER-MANAGED: Manager(s): [NAME(S)]
6.1 Voting
- Ordinary matters: Majority vote
- Extraordinary matters: [Unanimous/Two-thirds] vote
6.2 Actions Requiring Approval
(a) Amend Agreement; (b) Admit Members; (c) Merge/dissolve; (d) Sell all assets; (e) Debt over $[AMOUNT].
ARTICLE VII - TRANSFER RESTRICTIONS
Transfers require [majority/unanimous] consent. Right of First Refusal: [30] days.
ARTICLE VIII - DISSOLUTION
Upon Member consent, judicial dissolution under NY LLCL § 702, or Act requirements.
ARTICLE IX - INDEMNIFICATION
9.1 Limitation of Liability
Per NY LLCL § 609, no Member or Manager shall be personally liable for Company debts, obligations, or liabilities.
9.2 Indemnification
Company indemnifies Members/Managers for good faith actions per NY LLCL § 420.
ARTICLE X - TAX MATTERS
☐ Partnership/Disregarded ☐ S corp ☐ C corp
Partnership Representative: [NAME]
10.1 New York Taxes
[// GUIDANCE: New York imposes a filing fee on LLCs based on New York source gross income. NYC imposes an Unincorporated Business Tax (UBT) of 4% on LLCs doing business in NYC with taxable income over $100,000.]
The Company shall pay all required New York State and local taxes.
ARTICLE XI - MISCELLANEOUS
Governing Law: State of New York
EXECUTION
______________________________ Date: __________
[MEMBER NAME]
EXHIBIT A - MEMBERS
| Member | Address | Contribution | Interest |
|---|---|---|---|
| [NAME] | [ADDR] | $[AMT] | [XX]% |
Governed by New York Limited Liability Company Law, NY LLCL §§ 101 et seq. IMPORTANT: Publication in two newspapers for six weeks is required within 120 days of formation. NYC LLCs may be subject to the Unincorporated Business Tax.