New York Limited Liability Company Operating Agreement Template

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Operating Agreement For ____________, LLC
A New York Limited Liability Company
This Operating Agreement (the "Agreement") is made effective as of ______, by and among and those
Persons (the “Members”) identified in Exhibit A.
In consideration of the mutual covenants and conditions herein, the Members agree as follows:
ARTICLE I
ORGANIZATION
1.1 Formation and Qualification. The Members have formed a limited liability company (the
“Company”) under the New York Limited Liability Company Act (currently Chapter 18 of Title 6 of the New
York Code) (the "Act") by filing Articles of Organization with the New York Secretary of State.
1.2 Governing Law. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of New York, including the New York Limited Liability Company Act,
(the "Act") as amended from time to time, without regard to New York's conflicts of laws principles. The
rights and liabilities of the Members shall be determined pursuant to the Act and this Agreement. To the
extent that any provision of this Agreement is inconsistent with any provision of the Act, this Agreement
shall govern to the extent permitted by the Act.
1.3 Name. The name of the Company shall be " ___________, LLC." The business of the
Company may be conducted under that name or, on compliance with applicable laws, any other name that
the Voting Members deem appropriate or advisable. The Voting Members on behalf of the Company shall
file any certificates, articles, fictitious business name statements and the like, and any amendments and
supplements thereto, as the voting Members consider appropriate or advisable.
1.4 Term. The term of the Company commenced on the filing of the Articles of Organization and
shall be perpetual unless dissolved as provided in this Agreement.
1.5 Office and Agent. The principal office of the Company shall be at such place or places of
business within or without the State of New York as the Voting Members may determine. The Company
shall continuously maintain a registered agent in the State of New York as required by the Act. The registered
agent shall be as stated in the Certificate or as otherwise determined by the Voting Members.
1.6 Purpose of Company. The purpose of the Company is to engage in all lawful activities,
including, but not limited to the following activities:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
ARTICLE II
MEMBERSHIP INTERTESTS, VOTING AND MANAGEMENT
Section 2.1 Initial Members. The initial Members of the Company are the Members who are
identified in Exhibit A.
Section 2.2 Classification of Membership Interests. The Company shall issue Class A Voting
Capital (“Voting Capital”), to the Voting Members (the “Voting Members”). The Voting Members shall have

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