LLC Law § 417 · $0 state fee, nothing filed with DOS · adopt a written operating agreement within 90 days after filing the articles. Keep it with the company records.
Official sourceLast reviewed: October 30, 2026
Corp USA is not a law firm and does not provide legal advice. Private information and filing service; not a government agency. Not tax advice.
Corp USA is not a law firm and does not provide legal advice.
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Start with the right question.
The written agreement and its effective date
Members must adopt a written operating agreement before, at, or within 90 days after the articles are filed. It may take effect at formation or later, but never before the LLC exists. The agreement addresses the business, affairs and conduct of the LLC and members' rights and powers. Where it is silent, the LLC Law's default rules apply.
Official sourceSingle-member LLCs and PLLCs
New York's rule does not carve out single-member LLCs. The same § 417 duty applies to PLLCs because Article XII PLLCs are LLCs. PLLC members must be licensed in the profession; review the professional-entity guide for those rules.
Official source90-day timeline
Day 0: file the articles of organization, DOS-1336-f. By day 90: sign the operating agreement. By day 120: file the publication proof. The agreement stays in company records; it is not filed with DOS and has no state filing fee.
Official sourceIf the 90 days have passed
Adopt the agreement now. The law sets no fine, but banks, lenders and courts may ask for it, and without it the LLC Law's default rules govern.
Official sourceCommon trap: assuming one member means no agreement
Section 417 has no single-member exception.
Official sourceCommon trap: a template from another state
An out-of-state template can miss New York publication obligations and the manager-versus-member terms in the articles.
Official sourceCommon trap: never giving the bank a copy
Many banks ask for the operating agreement when opening the account. Signing it and leaving it out of the bank's records can cause avoidable questions.
Official sourceYour preparation checklist
- 1.Record the articles filing date and the 90-day adoption date.
- 2.Set the member-managed or manager-managed structure.
- 3.Document ownership percentages and capital.
- 4.For multiple members, cover profit and loss, distributions, voting and major decisions.
- 5.Address transfers, buy-outs, death or disability and PLLC license-loss triggers.
- 6.Sign the agreement and keep it with company records; provide a copy when the bank asks.
- 7.Complete publication proof by day 120.
Corp USA is not a law firm and does not provide legal advice.
Operating agreement records checklist
Keep the requirements separate.
| Topic | Single-member | Multi-member | PLLC |
|---|---|---|---|
| Member-managed vs manager-managed | ✓ | ✓ | ✓ |
| Ownership % and capital | ✓ | ✓ | ✓ Licensed members only |
| Profit/loss split and distributions | Not listed | ✓ | ✓ |
| Voting and major decisions | Not listed | ✓ | ✓ |
| Transfer/buy-out, death or disability | ✓ Succession | ✓ | ✓ License-loss trigger |
| Tax classification note (CT-6/S-corp, PTET) | ✓ | ✓ | ✓ |
Carry the decision forward.
Corp USA is not a law firm and does not provide legal advice. State fees are pass-through. Service fees and taxes are separate. Review the order price before payment.
Before your next step
Yes. LLC Law § 417 requires a written operating agreement.
Official sourceNo. Keep the agreement with company records. There is no state filing fee.
Official sourceAdopt it now. The statute sets no fine, but the LLC Law defaults govern where there is no agreement and banks, lenders or courts may ask for it.
Official sourceYes, for a single-member LLC. New York's rule has no single-member exemption.
Official sourceA lawyer is not required; legal review is recommended for multi-member agreements.
Official sourceYes. The New York LLC Kit includes a printed operating agreement, seal and certificates, as described on the corporate-kit page.
Official sourceSources
Last reviewed: October 30, 2026
Corp USA is not a law firm and does not provide legal advice. Not a government agency. Not tax advice.