This operating agreement template is for use by a New York limited liability company (LLC) that is member-managed with a single member. Single member LLCs are treated as disregarded entities for federal income tax purposes. Counsel should consult with the LLC's accounting service providers to ensure tax provisions are appropriate for the LLC. This template includes practical guidance and drafting notes. On January 1, 2018, new rules passed in the Bipartisan Budget Act of 2015 (BBA) took effect governing IRS tax audits of partnerships and limited liability companies (and other entities) taxed as partnerships. This template takes into account these rules bringing significant changes to the assessment and collection of tax at the partnership level, calculating imputed underpayment, the introduction of a "partnership representative" or "tax member representative" that differs in certain critical ways from the former legislation's "tax matters partner," requirements to elect out of the new ...