Operating Agreement of [LLC NAME] (Single Member) - New York

Aug 31, 2026

Operating Agreement for a New York single-member limited liability company, effective as of the stated Effective Date, between the company and its sole member. Defines the company’s name, lawful business purpose, powers, and principal office, and includes optional provisions for service of process, registered agent, and registered office. Establishes membership ownership, membership admission for potential additional members, management as member-managed, and the member’s authority to bind the company, along with liability and indemnification concepts under the NY Limited Liability Company Law.

LanguageEnglish

CategoryForms

FormatDOCX

Pages4

Reading Time2 min

AccessFree to download

Operating Agreement Terms

Company Name and Purpose

Powers and Principal Office

Process and Registered Agent

Members and Membership Interests

Management and Member Authority

Liability and Indemnification

Operating Agreement of [LLC NAME] This Operating Agreement (this “Agreement”) of [LLC NAME], a New York limited liability company (the “Company”), effective as of [DATE] (the “Effective Date”), is entered into by and between the Company and [MEMBER NAME], as the sole member of the Company (the “Member”). WHEREAS, the Company was formed as a limited liability company [on [DATE]] by the filing of articles of organization (as amended or restated, the “Articles of Organization”) with the New York State Department of State (“DOS”) pursuant to and in accordance with the New York Limited Liability Company Law (as amended from time to time, the “NY LLCL”); and WHEREAS, the Member and the Company agrees that the membership in and management of the Company shall be governed by the terms set forth herein. NOW, THEREFORE, the Member and the Company agree as follows: Name. The name of the Company is [LLC NAME]. Purpose. The purpose of the Company is to engage in any lawful business purpose for which limited liability companies may be formed under the NY LLCL and to engage in any and all necessary or incidental activities. Powers. The Company shall have all the powers necessary or convenient to carry out the purposes for which it is organized, including the powers granted by the NY LLCL. Principal Office. The location of the principal office of the Company shall be [ADDRESS], New York, or such other location in New York as the Member may from time to time designate. [Address[es] for Process; Registered Agent and Office. Address[es] for Process. The post office address to which the Secretary of State of the State of New York (“SOS”) shall mail a copy of any process against the Company served upon the SOS shall be that address reflected in the Articles of Organization, or such other post office address within or without New York as the Member may from time to time designate. [The email address to which the SOS shall email notice of any process against the Company served electronically upon the SOS shall be that address reflected in the Articles of Organization, or such other email address as the Member may from time to time designate.] In the event such address[es] shall change, the Member shall promptly file with the DOS any certificates or statements as required by law. Registered Agent and Office. The registered agent of the Company for service of process in the State of New York and the registered office of the Company in the State of New York shall be that person or entity and location reflected in the Articles of Organization, if any, or such other agent as the Member may from time to time designate as provided by the NY LLCL. In the event the registered agent ceases to act as such for any reason and the Member does not designate a replacement agent or the registered agent or office shall change, the Member shall promptly file any certificates and statements with the DOS as required by law.] Members. Initial Member. The Member owns 100% of the membership interests in the Company. The name and the mailing address of the Member are as follows: Additional Members. One or more additional members may be admitted to the Company with the [written] consent of the Member. Prior to the admission of any such additional members to the Company, the Member shall amend this Agreement or adopt a new operating agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have such additional members. Each member shall execute and deliver a counterpart to any such amendment to this Agreement or new operating agreement, as applicable. Membership Interests; Certificates. The Company [shall/shall not] issue any certificates to evidence ownership of membership interests. Management. Authority; Powers, and Duties of the Member. The Company shall be member-managed. The Member shall have exclusive and complete authority and discretion to manage the operations and affairs of the Company and to make all d

FAQs

What does the operating agreement specify for the company in New York?

It specifies the LLC name, lawful business purpose, powers, and principal office location in New York, along with governance terms aligned with NY LLCL.

How is the company managed under this agreement?

The company is member-managed, and the sole member has exclusive and complete authority to manage operations and make business decisions that bind the company.

Does the member have personal liability for company debts and obligations?

The agreement provides that, except as required by NY LLCL, debts and liabilities are solely those of the company, and the member is not personally liable solely due to being the member or participating in management.

Aug 31, 2026

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