New York 118bet金博宝 Operating Agreement

We offer operating agreement templates for single-member LLCs and multi-member LLCs (includingmember-managed and manager-managed) as well as a customizable operating agreement tool.

An188金宝搏官方网站is a legal document that outlines the ownership structure and operating procedures of an LLC.

你是否开始的单一或多member LLC, your operating agreement should address all of the topics below. Some of these stipulations will not have much bearing on the actual operations of a single-member LLC, but are still important to include for the sake of legal formality.

1. Organization:When the LLC was officially formed, who its members are, and how ownership is divided. Multi-member LLCs may utilize an equal ownership structure or assign various members different “units” of ownership.
2. Management & Voting:Whether the LLC will bemanaged by its membersorby an appointed manager, and how members will go about voting on business matters. Typically, each member has one vote, but you may wish to give some members more voting power than others. For more information on managing your LLC, read ourMember-Managed vs Manager-Managedguide.
3. Capital Contributions:The amount of money each member has invested in the business. This is also where you should establish an approach to raising additional funds in the future.
4. Distributions:How profits and losses will be divided among the members. The most common option is to distribute profits evenly. If you want them divided a different way, this should be detailed in your operating agreement. For more information on the basics of LLC ownership, read ourContributions and Distributionsguide.
5. Changes to Membership Structure:How roles and ownership will be transferred in the event that a member leaves the company. It’s essential to lay out the process for buying out and/or replacing a member in the LLC’s governing document.
6. Dissolution:Dissolution: If at some point all the members of your LLC decide you no longer wish to conduct business, you should officially dissolve it. Outlining the hypothetical process of dissolving your business is an important aspect of your operating agreement. To learn how to dissolve your New York LLC, read ourNew York LLC Dissolutionarticle.

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No matter what type ofNew York LLCyou're starting, you'll want to create an operating agreement. Here's why:

1. It’s required by the state.According to the Consolidated Laws of New York, Limited Liability Company LawLLC § 417,每一个纽约有限责任公司需要有书面operating agreement in place to govern the internal affairs of the company.
2. It'll prevent conflict among your business partners.If you're starting a multi-member LLC, having an operating agreement will prevent misunderstandings amongst your team by setting clear expectations about each partner's role and responsibilities.
3. It helps preserve your limited liability status.If you're the sole owner of a single-member LLC in New York, having an operating agreement will help to ensure your limited liability status is upheld by court officials, and add to your business's credibility as a whole.

The full text of the statute can be found below:

(a) Subject to the provisions of thischapter, the members of a limited liability company shall adopt awritten operating agreement that contains any provisions not
inconsistent with law or its articles of organization relating to (i)the business of the limited liability company, (ii) the conduct of itsaffairs and (iii) the rights, powers, preferences, limitations orresponsibilities of its members, managers, employees or agents, as thecase may be.
The operating agreement may set forth a provision eliminating orlimiting the personal liability of managers to the limited liabilitycompany or its members for damages for any breach of duty in suchcapacity, provided that no such provision shall eliminate or limit:

(1) the liability of any manager if a judgment or other finaladjudication adverse to him or her establishes that his or her acts oromissions were in bad faith or involved intentional misconduct or aknowing violation of law or that he or she personally gained in fact afinancial profit or other advantage to which he or she was not legallyentitled or that with respect to a distribution the subject ofsubdivision (a) of section five hundred eight of this chapter his or heracts were not performed in accordance with section four hundred nine ofthis article; or
(2) the liability of any manager for any act or omission prior to theadoption of a provision authorized by this subdivision.

(b) The operating agreement of a limited liability company may beamended from time to time as provided therein; provided, however, that,except as otherwise provided in the operating agreement or the articlesof organization, without the written consent of each member adverselyaffected thereby, (i) no amendment of the operating agreement or (ii) tothe extent any provision concerning (A) the obligations of any member tomake contributions, (B) the allocation for tax purposes of any items ofincome, gain, loss, deduction or credit, (C) the manner of computing thedistributions of any member or (D) the compromise of an obligation of amember to make a contribution is contained in the articles oforganization, no amendment of such provision in the articles oforganization, shall be made that (i) increases the obligations of anymember to make contributions, (ii) alters the allocation for taxpurposes of any items of income, gain, loss, deduction or credit, (iii)alters the manner of computing the distributions of any member or (iv)allows the obligation of a member to make a contribution to be被同意不到所有的成员s.
(c) An operating agreement may be entered into before, at the time ofor within ninety days after the filing of the articles of organization.Regardless of whether such agreement was entered into before, at thetime of or after such filing, such agreement, may be effective upon theformation of the limited liability company or at such later time or dateas provided in the operating agreement; provided, however, under nocircumstances shall an operating agreement become effective prior to theformation of such company.

Once you have finished your operating agreement, you do not need to file it with your state. Keep it for your records and give copies to the members of your LLC.

Following any major company event, such as adding or losing a member, it is a good idea to review and consider updating the operating agreement. Depending on how your operating agreement is written, it may require some or all of the members to approve an amendment to the document.