Two Member Llc Operating Agreement New York

When starting a business, one of the most important steps is to create an operating agreement. This document outlines the rules and regulations of the business and ensures that all members are on the same page. For a two-member LLC in New York, having an operating agreement is not only important but required. In this article, we will discuss the key components that should be included in a two-member LLC operating agreement in New York.

Ownership and Management: The operating agreement should clearly state the ownership percentage of each member and how management decisions will be made. This includes how voting rights will be allocated and who will be responsible for day-to-day operations.

Capital Contributions: It is important to state how much money each member will contribute to the LLC. This can be in the form of cash, property, or services. The agreement should also state how additional contributions will be made and whether members can be reimbursed for expenses they incur on behalf of the LLC.

Profit and Loss Distribution: The operating agreement should outline how profits and losses will be distributed between members. This can be based on ownership percentage or another agreed-upon formula. It is important to be specific about how distributions will be made and when.

Membership Changes: In the event that a member wishes to leave the LLC or a new member wants to join, the operating agreement should outline the process for doing so. This includes how the member`s ownership percentage will be distributed and what steps need to be taken to admit a new member.

Meetings and Voting: The operating agreement should specify how often meetings will be held and what procedures will be followed for making decisions. This includes how votes will be cast and what percentage of votes is required to make decisions.

Dispute Resolution: In the event of a disagreement between members, the operating agreement should outline the process for resolving disputes. This can include mediation, arbitration, or other methods of alternative dispute resolution.


Having a comprehensive operating agreement is essential for a two-member LLC in New York. It serves as a roadmap for running the business and ensures that all members are on the same page. By including key components such as ownership and management, capital contributions, profit and loss distribution, membership changes, meetings and voting, and dispute resolution, the operating agreement can help prevent conflicts and ensure the success of the business.