NY · LLC-OP-AGMT · Updated July 2026 · Free
New York LLC Operating Agreement
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New York at a glance: Governing Law: N.Y. LLC Law § 417 · Written Agreement Mandate: Required within 90 days of formation · Publishing Rule: Mandatory publication in two newspapers
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Overview
LLC Operating Agreements in New York
New York LLCs are governed by the New York Limited Liability Company Law. Under NY LLC Law Section 417, members are statutorily required to adopt a written operating agreement within 90 days of filing the Articles of Organization.
New York also enforces a strict publishing requirement where a notice of formation must be published in two local newspapers for six weeks.
Key Facts
New York LLC Operating Agreement — Quick Reference
| Requirement | New York Rule |
|---|---|
| Governing Law | N.Y. LLC Law § 417 |
| Written Agreement Mandate | Required within 90 days of formation |
| Publishing Rule | Mandatory publication in two newspapers |
| Filing Fee | $200 |
Legal Requirements
New York Legal Requirements
- Members must adopt a written operating agreement to govern operations.
- Agreement cannot eliminate liability for acts involving bad faith or active dishonesty.
Governing Laws
New York Governing Laws
N.Y. LLC Law § 206
Publication Requirement
Requires new LLCs to publish notice of formation in local newspapers.
Read the full text of these laws at Cornell Law School's New York legal resources or your state legislature's official website.
Questions & Answers
New York LLC Operating Agreement — Frequently Asked Questions
Is a written agreement mandatory in New York?
Yes. Section 417 of the New York LLC Law requires all members to execute a written operating agreement within 90 days of formation.
What is the publication requirement in New York?
New York requires LLCs to publish a notice of formation in two local newspapers for six consecutive weeks, and file a Certificate of Publication ($50 fee).