Flat-fee custom operating agreement drafting for New York LLCs — new formations and retrofits for existing businesses. Multi-member governance, ownership transfers, buy-sell, distributions, decision-making rights, dispute resolution.
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An operating agreement is the contract between LLC members that governs how the business actually operates. The articles of organization make the LLC exist; the operating agreement makes it work. It's the document that gets pulled out when something happens that needs to be decided — whether a member can sell their interest to an outsider, what happens if a member dies, how profits are distributed, how disputes get resolved, what triggers a buyout. Companies with carefully drafted operating agreements survive disagreements. Companies with template-based or missing operating agreements often don't.
The most consequential provisions are the ones that don't seem urgent at formation. Ownership transfers — what happens when a member wants to sell, retire, or leave the business. Buy-sell triggers — what events force a buyout, and at what valuation. Decision-making rights — what requires unanimous consent, what requires majority, what one member can do alone. Dispute resolution — does the agreement send disputes to court, to arbitration, to a defined mediation process. Each of these provisions becomes critical at moments of stress; getting them written carefully when everyone is aligned is dramatically easier than negotiating them when the relationship is fraying.
Single-member operating agreements are simpler but still useful — they document that the LLC operates as a separate entity (strengthening the liability shield) and they provide a record of the member's decisions. Multi-member operating agreements are where the real work is. The drafting conversation often surfaces issues the founders hadn't discussed: what happens if one member takes a year off, who has signing authority, what if profits are reinvested rather than distributed, what triggers a forced sale of the business. Getting these questions answered in writing before they become disputes is the entire point.
The drafting starts with understanding the business: what it does, who the members are, how they're contributing (capital, work, IP, customers), what the expected timeline is, and what risks the members are most concerned about. The operating agreement reflects this; templates don't, which is why template-based agreements often miss the issues that actually matter for a specific business.
Ownership percentages and capital contributions are the foundation. We document who owns what percentage, what each member contributed (cash, services, IP, existing relationships), and how new contributions get treated. For businesses with non-cash contributions, we address how the value of those contributions was determined. For businesses with vesting (members earning ownership over time rather than receiving it at formation), we structure the vesting schedule and the consequences of early departure.
Who decides what. Member-managed or manager-managed structure. What requires unanimous consent (typically major decisions like selling the company, taking on substantial debt, admitting new members, amending the operating agreement). What requires majority. What individual members can decide alone. Day-to-day operating authority. Officer roles, if any. We structure these provisions to match how the business actually intends to operate, not what's standard in templates.
How profits are distributed (in proportion to ownership, or by some other formula). When distributions are required vs. discretionary. How tax distributions work (LLCs are typically taxed at the member level, but profits aren't always distributed in the same period — provisions for tax distributions help members cover their tax obligations on income they haven't received). For businesses with S-corp elections, the agreement needs to handle the additional payroll-vs-distribution structure.
What happens when a member wants out. Right of first refusal (other members get the chance to buy the departing member's interest before it goes to an outsider). Drag-along (majority can force minority to participate in a sale of the company). Tag-along (minority can force participation in a majority's sale at the same terms). Buy-sell triggers (death, disability, divorce, voluntary departure, termination). Valuation methodology for buyouts. Payment terms for buyouts. These provisions are where multi-member LLCs survive or fail, and the drafting takes substantial attention.
How disputes get resolved (court vs. arbitration, choice of forum). Indemnification provisions. Confidentiality and non-compete provisions where applicable. Amendment procedures. Dissolution procedures. We adjust the standard provisions to match the business's risk tolerance and the members' preferences.
Single-member operating agreements price modestly because the drafting is straightforward. Multi-member agreements price based on complexity — number of members, capital structure complexity, whether vesting is involved, whether there are multiple ownership classes, and how customized the governance and exit provisions are. We quote each engagement specifically.
Retrofits for existing businesses (drafting an operating agreement for an LLC that's been operating without one) typically price similarly to new-formation agreements at the same complexity level. Some retrofits involve cleanup work — verifying ownership history, reconciling capital contributions, addressing prior informal practices — that adds to the scope.
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Yes. Adding an operating agreement to an existing LLC is common and straightforward. The members sign it and it becomes effective. We sometimes do additional cleanup work alongside — verifying that ownership percentages match what's been treated for tax purposes, reconciling any historical contributions or distributions that weren't documented, and identifying any informal practices that should be formalized. The conversation often surfaces issues the members hadn't discussed; addressing them in writing now is dramatically easier than addressing them in a future dispute.
You can. We don't recommend it. Templates are written for the average case; they almost never match a specific business's situation. The provisions that matter most for a specific LLC — capital contributions, vesting, decision-making rights, transfer restrictions, buy-sell triggers — are precisely the provisions that templates handle badly because the right answer depends on the business. Templates also tend to use language that's not tailored to NY law and don't account for tax considerations specific to the business.
Single-member agreements typically run 8-15 pages. Multi-member agreements typically run 25-60 pages depending on complexity. Length isn't the goal; the right length is whatever it takes to address the issues that matter for the business. Some 60-page agreements are over-drafted; some 25-page agreements are under-drafted. Quality of drafting matters more than length.
It depends on what the operating agreement says. If the operating agreement is silent (or doesn't exist), default state law applies — and default state law often produces unhelpful results. A well-drafted operating agreement specifies: whether the departing member can sell their interest to outsiders, whether the other members have a right to buy first, what valuation method applies, what payment terms apply, and whether the LLC dissolves or continues. We draft these provisions with attention because they're typically the most consequential.
Yes. Without provision, default state law typically passes the deceased member's interest to their heirs (who may not be involved in the business and may not be people the surviving members want as partners). Common provisions: the LLC or surviving members have the right (or obligation) to buy back the deceased member's interest at a defined valuation, often funded by life insurance on the members. We typically discuss this with multi-member clients during drafting.
Flat fee set in writing before any work begins. Single-member agreements price predictably; multi-member agreements price based on complexity. Get a free quote in under an hour by submitting the contact form.
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