NY LLC Operating Agreement Template

1. Recitals and Members

This LLC Operating Agreement ("Agreement") represents [Member1.Company] formed in the State of New York and subject to the laws of the State of New York, and subject to the New York Limited Liability Company Law (hereinafter referred to as the Law”).

The following represents the founding (number of members) Members of the Company and the respective ownership interest that each Member shall have in the Company:

Member Name: [Member1.FirstName][Member1.LastName], who has a (percentage of ownership) ownership interest;

Member Address: [Member1.StreetAddress][Member1.City][Member1.State][Member1.PostalCode]​

Member Name:[Member2.FirstName][Member2.LastName], who has a (percentage of ownership) ownership interest;

Member Address: [Member2.StreetAddress][Member2.City][Member2.State][Member2.PostalCode]​

("Members")

The Agreement is entered into and effective upon adoption by the Members.

Whereas this Agreement is intended to provide for the regulation and management of the affairs of the Company. Except for the provisions of the Law that may not be modified to the extent of any contradiction between the provisions of this Agreement and the Law or the variation of the general terms of the Law by this Agreement. Each Member hereby acknowledges and agrees the provisions of this Agreement shall govern and control all management structures and the affairs of the company as set forth herein.

Therefore in terms of all the respective covenants, agreements, and conditions contained herein, the Members agree as follows:

2. Name of Company and Principal Place of Business

The name of the Company is (registered company name), with a principal place of business at (company’s main business address). The company’s mailing address will be the same as its principal place of business. The Members reserve the right to change the name of the Company and operate under such trading name, but may not do so unless a vote is taken and agreed upon by a majority of Members, in addition to ensuring that such name complies with Section 204 of the Law.

3. Registered Agent

3.1 The name and location of the registered agent remain as stated in the documents filed pursuant to the Company’s formation in accordance with Section 302 of the Law (“Registered Agent”).

3.2 The Members hereby acknowledge that it remains an obligation to keep on file and maintain up-to-date business records at the offices of the Registered Agent.

4. Purpose

The purpose of the Company is to engage in and conduct any and all lawful business activities or other activities incidental to such purposes and to carry on any other lawful activities as the Member(s), in their discretion, may determine from time to time.

5. Term

5.1 The term of The Company shall continue perpetually, or until such time that The Company is dissolved, continuing until the dissolution of The Company by any of the following circumstances:

5.1.1 A unanimous vote in favor of dissolving The Company is passed by the Members;

5.1.2 The Company’s affairs or business practices are deemed unlawful; or

5.1.3 The Company is dissolved through a legal process or upon application to a court.

5.2. Should such a dissolution occur, The Company will be liquidated, and the debts will be paid before any remaining funds may be distributed to any Member.

6. Capital Contributions

6.1. Initial Contributions

6.1.1 Pursuant to Section 501 of the Law, the following initial Capital contributions shall be made by the members:

(member name and amount of contribution in numbers and words. Repeat this step for every member who will be making contributions and record if the contribution is in cash or property valued in cash)

6.1.2 Each member is entitled to an ownership interest expressed as a percentage in terms of their respective contributions.

6.2. Additional Contributions

No Member shall have any obligation to contribute any further capital beyond their initial contribution unless a vote is passed in favor of such additional contributions being made by all Members equally.

6.3 Obligation To Contribute

In accordance with Section 502 of the Law, the contributions to be made by Members in terms of Section 5.1.1 of this agreement must be made by the Member no more than sixty (60) days after it has been called for.

7. Profits/Losses

For the purposes of bookkeeping and taxation considerations, and in accordance with Section 503 of the Law, the Company's net profits or net losses will be determined annually.

8. Distributions

8.1 Profits and losses will be allocated to the Members in accordance with this agreement and in proportion to each Member's respective ownership interest, subject to Treasury Regulation 1.704-1.

8.2 Pursuant to Section 504 of the Law, distributions will be made on a [insert basis – for example: (quarterly/yearly), provided that there remain sufficient funds to cover any debts or liabilities of the Company about which the Manager(s) ought to reasonably know off or expect.

8.3 No distribution that may result in the Company being unable to cover its debts or liabilities is permitted in terms of this Agreement.

8.4 In the event of the Company being liquidated, distributions made for this purpose or pursuant to liquidating a Member's interest will be made in terms of such member’s positive capital account balance, subject to Treasury Regulation 1.704-1(b)(2)(ii)(b).

8.5 In the event of a Member having a negative capital account balance, a qualified income offset will apply, pursuant to Treasury Regulation 1.704-1(b)(2)(ii)(d).

8.6 No distributions in any form other than are allowed under the Agreement.

8.7 Members may vote to opt out of receiving distributions or allow profits to remain with the company for distribution at a later date pursuant to taxation considerations.

9. Management

9.1 In accordance with Section 401 of the Law, the Members will manage the day-to-day affairs of the business. A majority vote by membership interest will be called to elect a Chief Executive Member.

9.2 The Chief Executive Member may only be terminated, asked to step down from such post, or replaced by a two-thirds majority vote by membership interest in favor of the same;

9.3 The unanimous consent of Members must be attained if a decision is taken to sell the Company, for loan matters, or to purchase another business; and

9.4 Any disagreements regarding business decisions of the Chief Executive Member may be put to a vote;

9.5 If authorized by a majority vote of the Members and subject to Section 202 of the Law, the Chief Executive Member may appoint officers or managers and define their function and authority.

10. Accounting

10.1 Under the Agreement and pursuant to the Law, members must maintain accurate accounting records of the Company's financial dealings and business expenses at the Company’s principal place of business or other location agreed upon by the Members. The Company’s method of accounting will be chosen by the Members, and it is agreed that the Company's accounting year-end period will be December 31st.

10.2 Subject to Section 1102 of the Law, the Company must keep the following records at its principal place of business:

10.2.1 An updated list of the full names and last known addresses of every Member;

10.2.2 A copy of the Company’s formation documents, this Agreement, with amendments if applicable;

10.2.3 An up-to-date copy of the Company's local, state, and federal income tax returns for the three (3) most recent years;

10.2.4 Copies of all minutes, if any, of each meeting of the Members;

10.2.5 Copies of the Company’s financial statements for the three (3) most recent years

11. Members' Accounts

11.1 In accordance with the provisions of Treasury Regulation 1.704-1(b)(2)(iv), the Company must maintain separate capital and distribution accounts for each Member.

11.2 The Member’s capital accounts must reflect relevant increases and decreases in the initial balance as they may have occurred from time to time.

12. Dissolution

12.1 The Members may dissolve the Company at any time, provided there is unanimous agreement between them in favor of dissolution. In accordance with Section 701 of the Law, the Company shall be dissolved if there are no Members for a consecutive period of ninety (90) days.

12.2 In accordance with Sections 701 and 702 of the Law, the Superior Court, upon application by any person with the right to transferable interest, may order the dissolution of the Company on the grounds that the Company has no members.

12.3 Upon the Company’s dissolution, all Company debts must be paid before any distributions of cash, assets, or capital to Members may be made.

13. Legal Compliance

All matters not specifically addressed in the Agreement will be addressed in accordance with the Law. The Members agree that the Company will comply with all provisions of the Law in order pursuant to legal compliance.

14. Acknowledgement and Certification

The Members hereby agree, acknowledge, and certify that the Agreement is adopted and approved by each Member as of the [Document.CreatedDate].

IN WITNESS WHEREOF, the Members signed this Agreement on the date shown.