A New York multi-member operating agreement establishes ownership of one company, by multiple members. The document, by unanimous agreement of all of the members, shall outline all company standard operating procedures an company policies.
The agreement provides lower risk to its owners/members and protects them from personal liability in the event of a lawsuit, creditor collections or any other company obligations to legal liabilities. The document creates the separation between the company and its members.
Not all states require that any company have this document on file, however, it is, in fact, a requirement by the state of New York. Once completed and witnessed, the document must be stored in a safe and relatively accessible location.
How to Write
Step 1 – Establish the document by entering the company name in the first line of the document
Step 2 – The Agreement – Enter:
- The date that the document will become effective in mm/dd/yyyy format
- All members names, respectively
Step 3 – The Company – Members must review the following titles and submit any required information:
Formation –
- Submit the date of commencement in mm/dd/yyyy format
- Enter the company’s name
- Provide the company name to be used while conducting the principal business
Name – Submit the following:
- The name to be used to conduct the company’s business
- Purpose – Read this statement
Office –
- Enter the physical address that will be maintained for the principal performance of the entity
Registered Agent – Enter:
- The initially registered agent’s full name
- The registered address of the office where the business shall maintain it’s location
Term –
- Provide the date of the commencement of the business in mm/dd/yyyy format
Read the final two titles:
- Names and Addresses of Members
- Admission of Additional Members
Step 4 – Titled Sections and Subsections – Members must review all sections and subsections as follows:
- Capital Contributions – subsections 2.1 through 2.3
- Allocations of Profits and Losses;Distributions – read subsections 3.1 through 3.3
- Indemnification
- Powers and Duties of Managers, Section 5.1 – subsections 5.1.1 through 5.3
- Salaries, Reimbursement and Payment of Expenses subsections 6.1 through 6.3
- Books of Account, Accounting Reports, Tax Returns, Fiscal Year, Banking – 7.1 through 7.4
- Transfer of Membership Interest – 8.1 and 8.2 – subsections 8.2.1 through 8.2.5) – and 8.4 subsection 8.4.1 – 8.5 – subsections 8.5.1 through 8.5.5
- Dissolution – Read 9.1 – subsections 9.1.1 through 9.1.4 – 9.2 – subsections 9.2.1 through 9.2.3
Step 5 – General Provisions – Members should take the time to carefully review the information available under the following titles:
- Amendments
- Governing Law
- Entire Agreement; Modification
- Attorney Fees
- Further Effect
- Severability
- Captions
- Notices
Step 6 – Additional Documents, Member’s Signatures and Acknowledgement – Members may only submit signatures to the remaining documentation, while in the presence of a Notary in order that the document may be effective–
- Members, submit typed or printed names
- Members shall provide their signatures
Listing of Members – Schedule 1 – Submit the following:
- The name of the company at the top of the page
- A date in which the list shall become effective in dd/m/yy format
- All members names
- All member’s addresses
- Members must type or print their respective names
- Members signatures
Listing of Capital Contributions – Schedule 2 – Provide the following:
- The name of the company at the top of the form
- Member’s names
- Member’s respective contributions
- All members percentages of interest
- Date of application of member’s signatures (dd/m/yy)
- Printed or typed members names
- Member’s signatures
Listing of Valuation of Members Interest – Schedule 3 – Enter:
- The company name at the top of the page
- Member’s names
- Amounts of the member’s Valuation Endorsement
- The date of the member’s signatures in dd/m/yy format
- Date member’s signatures in dd/m/yy format
- Members must enter their signatures before a notary public
Step 7 – Notarization –
- Once the document has been completed and signed, the notary will complete the remainder of the document with notary requirement. The notary shall then sign the document and affix their official seal in acknowledgement of the signatures
Signatories shall receive a copy of the document for personal record keeping.
