New York LLC Operating Agreement PDF

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New York LLC Operating Agreement Form PDF Free Download

New York LLC Operating Agreement

A New York LLC operating agreement is a document that the founding members of a company use to establish the framework of their company’s rules, regulations, operations, and ownership.

Unlike most other states, LLCs in New York are legally required to create an operating agreement, and it must become effective within ninety (90) days of the company’s foundation (§ 417(c)).

Furthermore, New York law also requires that an operating agreement become effective after the date the Articles of Organization are filed to form the LLC.


Chapter: Chapter 34 (Limited Liability Company Law)

Definitions: § 102

Formation: § 203

Naming of LLCs: § 205

How to Form an LLC in New York

Filers must first verify that their business name is available for use in New York by conducting a Preliminary Search for the name in the State’s records.

If the name appears as an active business, or if the name is distinctly similar to that of another currently on file, it must be changed to one that is original.

Step 1 – Agent for Service of Process

A Registered Agent is an individual or company that receives service of process on the company’s behalf.

Nominate the agent by employing the services of one of the following:

A person who is a resident or has a legal business address in the State

Businesses operating in the State

Step 2 – Choose LLC Type

Select your LLC type from the list below and complete the ensuing application.

Domestic (formed within the State) – Articles of Organization

Online – select Domestic Limited Liability Company, then scroll down and select Apply Online as an owner

Adobe PDF (Form DOS-1336-f)

*Foreign (formed outside the State) – Application for Authority

Adobe PDF (Form DOS-1361-f-a)

*A Certificate of Existence, or document of equal qualification, must be included with all Foreign LLC filings.

Step 3 – Filing Fee

The fees for both Domestic and Foreign LLC applications are as follows:

Domestic – $200

Foreign – $250

Online filers will be instructed to supply the fee by credit card.

Those filing via Adobe PDF must enclose a check and send all items to the address below.

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

Step 4 – Publish the Articles

Once filed with the Department of State, you will need to publish a notice of formation or a copy of the articles of organization/application for authority in two (2) newspapers which are designated by the country clerk in the initial jurisdiction.

Afterwards, you will receive an affidavit of publication from each newspaper.

Step 5 – Certificate of Publication

Complete the Certificate of Publication and deliver it to the address below.

Along with the certificate, you must include a $50 filing fee and each of your affidavits of publication.

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

Domestic LLC Certificate of Publication

Foreign LLC Certificate of Publication

Step 6 – Operating Agreement

State law in New York requires that all LLCs draft an operating agreement to set in place the rules and regulations for the business.

Additionally, the form allows for documentation of each member’s rights and initial investments in the company.

Each member should review the document before signing it and keeping it for personal reference.

Single-Member LLC Operating Agreement

Multi-Member LLC Operating Agreement

Step 7 – Employer Identification Number (EIN)

After completing your filing with the New York State Department of State, you should immediately apply for an Employer Identification Number (EIN).

The number is issued by the Internal Revenue Service and used to identify businesses when reporting taxes to the federal government.

Once acquired, your LLC will legally be able to open bank accounts and pay employees.

Apply for an EIN by completing one of the following:

Online Application

Adobe PDF Form SS-4

Language English
No. of Pages15
PDF Size3 MB

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New York LLC Operating Agreement Form PDF Free Download

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