An Operating Agreement is the internal rulebook for your LLC. It defines ownership, management, voting, profit distribution, and what happens when a member leaves. For many founders, it is the document that prevents “we never agreed on that” problems later.
New York requires LLC members to adopt a written Operating Agreement before, at the time of, or within 90 days after filing the Articles of Organization. :contentReference[oaicite:1]{index=1}
An Operating Agreement is a contract among LLC members (or the sole member) that defines how the LLC is owned, managed, and operated. It can cover day-to-day decisions and “what if” events such as disputes, buyouts, or dissolution.
If your Articles of Organization are your LLC’s public “birth record,” your Operating Agreement is the private rulebook you actually run the business with.
Who owns what, and what each member contributed (cash, services, IP, equipment).
Member-managed vs manager-managed, plus roles, duties, and authority limits.
Profit/loss allocations, distributions, reimbursement, and banking controls.
Voting thresholds, meeting rules, recordkeeping, and tie-break methods.
In New York, the Operating Agreement is required as a written document, but it is generally kept in your internal records and not submitted with the Articles. :contentReference[oaicite:2]{index=2}
An Operating Agreement makes your LLC predictable. It reduces disputes, supports credibility with banks and partners, and documents the rules you will be held to internally.
Prevents misunderstandings about roles, ownership, and profit split.
Defines approvals for spending, contracts, loans, and new members.
Adds a documented process for deadlocks, exits, and buyouts.
NY requires LLC members adopt a written Operating Agreement within 90 days. :contentReference[oaicite:3]{index=3}
Even if you are a single-member LLC, the agreement documents separation between you and the business and sets rules for future growth.
Skipping the Operating Agreement often does not break your LLC instantly, but it increases risk and confusion. In New York, it also means you are not meeting the written Operating Agreement requirement. :contentReference[oaicite:4]{index=4}
Partners, lenders, and vendors may view the LLC as less organized without internal governance documents.
Fixing ownership conflicts after money moves is usually more expensive than setting rules upfront.
Without buy-sell terms, a simple departure can become a long dispute.
NY requires a written agreement within 90 days of filing. :contentReference[oaicite:5]{index=5}
If you ever plan to add a partner, raise money, share profits, or sell the business, the Operating Agreement should be done first.
Use this as your checklist. A strong agreement is specific, not generic.
If you formed in New York, adopt the written Operating Agreement before, at the time of, or within 90 days after filing your Articles. :contentReference[oaicite:6]{index=6}
You can do it yourself using a template and the checklist above, or use guided help to match your ownership, roles, and decision rules correctly.
Best if you have a simple structure (especially single-member LLCs) and you are comfortable filling in ownership, management, and exit rules carefully.
Best for multi-member LLCs, unequal ownership splits, multiple managers, investors, or when you want clearer buyout and dispute rules from day one.
Member-managed vs manager-managed, authority limits, voting thresholds.
Add members, handle exits, and reduce dispute risk with defined terms.
