1. Operating Agreement Defined
2. New York LLC Operating Agreement
3. Types of LLC Operating Agreements
4. How to Form an LLC in New York

Updated November 11, 2020:

Operating Agreement Defined

An Operating Agreement LLC NY is a document that details how a company will be run and lists the members of the LLC. Operating Agreements differ from LLC Formation Documents, as Operating Agreements are for internal use only and do not need to be submitted to the State. The main purpose of an Operating Agreement is to clearly define what percentage of the LLC each member owns.

New York LLC Operating Agreement

The State of New York requires every LLC to file an Operating Agreement, regardless of whether the company has one or multiple members. Your Operating Agreement LLC New York will outline the structure and purpose of your company as determined by your LLC members and will bind all the members of your LLC.

Some of the internal issues that can be defined by your Operating Agreement include:

  • Member powers
  • Rules for meetings
  • Members' voting rights
  • How your LLC will be managed
  • Guidelines for losses and profits
  • Buyout provisions

Once the Operating Agreement has been adopted, it will provide protection for the members of your LLC. When the members of your LLC have agreed to the terms of your Operating Agreement and have signed the document, you should keep the agreement in a secure location.

Types of LLC Operating Agreements

The type of Operating Agreement used by your LLC will depend on the member structure you have chosen.

A multi-member Operating Agreement, for example, will be used for companies that have multiple members. Company policies and ownership percentage of members will be detailed in this document.

If a company has a single member, it will use a single-member operating agreement as required by New York law. Single-member Operating Agreements offer multiple forms of protection, including protections for legal decisions and creditors.

How to Form an LLC in New York

Before you begin the process of forming your LLC in New York, you should perform a Preliminary Search of State records to check the availability of your LLC name. If the name you have chosen is listed as active, or if your LLC name is similar to the name of another New York business, you will need to choose a new, unique name.

Appointing a Registered Agent to accept Service of Process is the initial step for forming your New York LLC. When choosing a Registered Agent, you can select a business that operates in the State of New York or a New York resident with a personal or business address in the state. After naming your Registered Agent, you will need to choose your LLC type and then fill out your application.

If you're registering a Domestic LLC, you will need to file your Articles of Organization, which can be done online or by mail after downloading the right document.

For Foreign LLCs, which are companies formed outside of New York, you must file the Application of Authority.

Paying required fees is step three for forming your LLC. Domestic LLCs must pay $200, and the fee for Foreign LLCs is $250. When filing online, you will need to use a credit card or debit card to pay your fees. If filing with a downloaded form, you should include a check and send all forms to: 

New York State Department of State
Division of Corporations
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231

The fourth step of New York LLC formation is fulfilling the publication requirement. You will need to publish a notice of LLC formation in two New York newspapers that have been approved by the county clerk in the county where your company is located. Each newspaper will provide your LLC with an affidavit of publication after your notices have been published. 

Submitting a Certificate of Publication to the New York Department of State is the fifth step of forming your LLC. When you file your Certificate of Publication, you should include a $50 fee and the affidavits of publication provided by the newspapers.

To complete step six, you will need to draft and adopt your Operating Agreement LLC NY. Every member of your LLC should carefully review the Operating Agreement before adding their signature.

The final LLC formation step is acquiring an Employer Identification Number (EIN). This should be done as soon as you've finished filing your LLC documents. You can acquire an EIN from the Internal Revenue Service (IRS).

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