Operating Agreement
(Manager-Managed, Multiple Member) (NY LLC)


This form is an operating agreement for a manager-managed limited liability company (LLC) with multiple members in New York. The detailed clauses regarding capital contributions, management, and distributions may be especially important when there are multiple members. This form includes practical guidance, optional clauses, and drafting notes.Every LLC organized in New York must be governed by a written operating agreement, which serves a purpose similar to bylaws, a shareholder agreement and an equity purchase agreement combined into one. An operating agreement generally is entered into among the members of an LLC upon the filing of the LLC’s articles of organization, although it also may be entered into before or within 90 days after the filing of the articles. However, an operating agreement may not become effective pursuant to New York law prior to the formation of the LLC.An operating agreement establishes: the rights and obligations of the LLC, its members and managers with ...