A New Jersey LLC operating agreement is a document that sets the rules for how a limited liability company is run. New Jersey law lets the agreement govern the relations among members and with the company, a manager's rights and duties, the company's activities, and how the agreement is amended.[1.1] One person can make one for a single-member LLC.[1.2] This template puts those terms in one place.
Last Updated: October 2026. This guide is reviewed and updated regularly to reflect current New Jersey law. If you notice an error or outdated information, please contact us.
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New Jersey law recognizes an operating agreement for an LLC with one member and for an LLC with several members. The two common types follow the number of owners.[1.2] The template on this page is built for a single member, with room to list managers and officers.
A company with only one member may still have an operating agreement. One person intending to become the initial member may assent to terms that become the operating agreement when the company is formed.[1.2] In practice, many sole owners write the terms down so the rules of the LLC are clear to banks and advisers.
Two or more persons intending to become the initial members may make an agreement providing that it becomes the operating agreement when the company is formed.[1.2] In practice, owners use it to record who manages the LLC, how profits are shared, and how changes are made. After everyone has signed, give each member a copy and keep the original in a safe place.
Need a different state? Browse our LLC operating agreement templates by state.
New Jersey's operating agreement rules sit in sections 42:2C-11 and 42:2C-12 of the New Jersey Statutes Annotated. Section 42:2C-11 sets what the agreement controls and where its limits are. Section 42:2C-12 covers how an agreement is formed and who it binds.[1.1][1.2] The statute is written to favor what the members agree to:
This act is to be liberally construed to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.
The operating agreement governs these four things:
To the extent the operating agreement does not otherwise provide for a matter it may govern, the New Jersey limited liability company statute governs that matter.[1.1]
A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to it. A person who becomes a member is deemed to assent to the operating agreement.[1.2]
New Jersey LLCs are governed by the Revised Uniform Limited Liability Company Act (N.J.S.A. 42:2C-1 et seq.), and its definitions are in N.J.S.A. 42:2C-2. There, a member is a person who has become a member of the LLC under the Act and has not dissociated (stopped being a member), and a manager is the person the operating agreement of a manager-managed LLC makes responsible for its management functions. An operating agreement may be oral, in a record, implied, or any combination of those, so notarization is not required.[2.1]
New Jersey law itself limits a member's liability. The debts, obligations, and other liabilities of the LLC are solely the company's, and they do not become a member's or manager's debts solely because the person acts as a member or manager.[2.2]
An operating agreement gives members wide freedom, but state law keeps some rules out of reach. The agreement cannot override certain provisions of the statute. An operating agreement may not do any of the following:
Within those limits, an operating agreement can reshape many of the duties members and managers owe. The statute lets the agreement set how a conflict of interest is cleared, define activities that do not breach loyalty, and adjust other duties. The lists below show what it permits.
The agreement may set a method for approving an act that would otherwise violate the duty of loyalty. Under that method, one or more disinterested and independent persons authorize or ratify the act after full disclosure of all material facts.[1.1]
In a member-managed LLC, an agreement may expressly relieve a member of a responsibility the member would otherwise have under the act. It may place that responsibility on one or more other members. When it does, the agreement may also eliminate or limit any fiduciary duty that came with that responsibility, for the benefit of the member who is relieved.[1.1]
If not manifestly unreasonable, the agreement may:
An operating agreement can reduce what members and managers owe the company, but not everything. The statute lets the agreement change indemnification and limit liability for money damages, with exceptions. A court decides any claim that a term is manifestly unreasonable.[1.1]
The agreement may alter or eliminate the indemnification the statute provides for a member or manager under section 38 of the act. It may also eliminate or limit a member's or manager's liability to the company and its members for money damages, except for:
The court decides any claim that a term of an operating agreement is manifestly unreasonable. It judges the term as of the time the term became part of the operating agreement and considers only circumstances existing at that time. It may invalidate the term only if, in light of the purposes and activities of the company, it is readily apparent that:
The form on this page follows the order of the agreement itself. Download the PDF or Word file, or build it online, then complete each part below. You can fill in the PDF with our online PDF editor and sign it when every blank is done.
Need another document? Browse more New Jersey PDF forms and fill them out online.
New Jersey law provides for an operating agreement to govern the company's internal affairs. To the extent the agreement does not otherwise provide for a matter, the limited liability company statute governs that matter.[1.1]
The statute is to be liberally construed to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.[1.1] You can start from the form on this page and change it to fit your LLC, within the limits listed above.
A company with only one member may still have an operating agreement. One person intending to become the initial member may assent to terms that become the operating agreement when the company is formed.[1.2]
To the extent an operating agreement does not otherwise provide for a matter it may govern, the New Jersey limited liability company statute governs the matter.[1.1]
General information, not legal or tax advice.
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