Do I file my operating agreement with the State of New Jersey?

No. The operating agreement is an internal document kept with your business records. New Jersey does not file it, and it is not part of the public record. Only the Certificate of Formation and the NJ-REG tax registration are filed with the Division of Revenue and Enterprise Services.

Does a single-member New Jersey LLC need an operating agreement?

It is not required, but a single-member LLC should have a written operating agreement. It documents that the LLC is separate from its owner, sets management and succession rules, and helps preserve limited liability. Banks and courts give more weight to a single-member LLC that observes this formality.

What happens if a New Jersey LLC has no operating agreement?

The default rules in N.J.S.A. 42:2C govern. For example, distributions default to equal shares among members regardless of capital contributed (N.J.S.A. 42:2C-34), and the LLC is member-managed. A written agreement lets members override most of these defaults to match their actual intent.

New Jersey LLC Operating Agreement: Requirements (2026)

Q: Is an operating agreement required for a New Jersey LLC?

New Jersey does not legally require an LLC to have a written operating agreement. However, the Revised Uniform Limited Liability Company Act (N.J.S.A. 42:2C) recognizes an operating agreement that may be oral, in a record, or implied, and its default rules govern anything the agreement does not address. A written agreement is strongly recommended.

Q: What is the difference between member-managed and manager-managed?

In a member-managed LLC, all members share authority to run the business. In a manager-managed LLC, members appoint managers to handle operations while keeping major decisions. Under N.J.S.A. 42:2C-37, a New Jersey LLC is member-managed by default unless the operating agreement expressly makes it manager-managed.

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

New Jersey does not require an LLC to have a written operating agreement, and it is never filed with the state. But under the New Jersey Revised Uniform Limited Liability Company Act (N.J.S.A. 42:2C-11), an operating agreement - which may be oral, in a record, or implied - governs the LLC internally, and the statute's default rules fill any gap it leaves. A written agreement is strongly recommended: it sets ownership, management, voting, and distributions and overrides most defaults, such as the equal-shares distribution rule in N.J.S.A. 42:2C-34.

Quick Answer

Required?: Not legally required, but strongly recommended (N.J.S.A. 42:2C-11)
Form allowed: Oral, in a record (written), or implied - written is best practice
Filed with the state?: No - internal document kept with business records
Governs: Ownership %, management, voting, distributions, transfers, dissolution
Default rules: N.J.S.A. 42:2C fills any gap; distributions default to equal shares
Single-member: Still recommended - supports separateness and limited liability

Is an Operating Agreement Required in New Jersey?

New Jersey does not have a statute that flatly commands every LLC to adopt an operating agreement, and the Division of Revenue does not ask for one. In that narrow sense it is not required. But the Revised Uniform Limited Liability Company Act (RULLCA), codified at N.J.S.A. 42:2C, is built around the assumption that an LLC has one. Section 42:2C-11 defines the operating agreement's scope and function - it governs relations among the members, the rights and duties of managers, the activities of the company, and how the agreement itself is amended - and the definitions in 42:2C-2 provide that the agreement "may be oral, in a record, implied, or in any combination thereof." Because the statute presumes an agreement exists, the practical rule is simple: your New Jersey LLC should have an operating agreement, and it should be written. For the national overview, see LLC operating agreement and what is an LLC.

An oral or implied agreement technically satisfies the statute, but it is a poor idea. Without a written record, disputes over ownership percentages, profit splits, or who has authority to act fall back on the RULLCA default rules and on whatever the members can prove. A written agreement is the whole point: it lets you set your own terms and avoid the one-size-fits-all defaults.

New Jersey Does Not File Your Operating Agreement

The operating agreement is an internal document. You do not send it to the New Jersey Division of Revenue and Enterprise Services, and it is never part of the public record. The only documents on file with the state are the Certificate of Formation that creates the LLC and the annual report that keeps its record current, plus the NJ-REG tax registration. Keep the signed operating agreement with your business records alongside the Certificate of Formation, your EIN confirmation, and your bank documents. Banks, investors, lenders, and courts routinely ask to see the operating agreement even though the state never does - it is the document that proves who owns and controls the company.

What to Include in the Agreement

A thorough New Jersey operating agreement typically covers the following. Each provision either overrides or supplements a default rule in N.J.S.A. 42:2C:

Members and ownership. Each member's name, capital contribution, and ownership (membership) percentage.
Management structure. Whether the LLC is member-managed or manager-managed, and the authority of members or managers to bind the LLC (N.J.S.A. 42:2C-37).
Voting. How votes are allocated and what threshold major decisions require; by default, ordinary matters take a majority and extraordinary acts take unanimous consent.
Profit and loss allocation and distributions. How profits, losses, and cash distributions are shared - critical, because the default is equal shares regardless of capital contributed (N.J.S.A. 42:2C-34).
Capital and additional contributions. Whether members can be required to contribute more capital later.
Transfers and buy-sell terms. Restrictions on transferring interests and what happens on a member's death, withdrawal, or buyout.
Dissolution. How the LLC winds up and distributes assets, which ties into dissolving a New Jersey LLC.

The agreement should also identify the registered agent and record-keeping duties, and it can allocate tax matters consistent with the LLC's New Jersey tax filing obligations. There is no state form for the operating agreement - you draft it to fit your business.

Member-Managed vs Manager-Managed (N.J.S.A. 42:2C-37)

One of the most important choices in the agreement is management structure. In a member-managed LLC, all members share authority to run the business and can bind the LLC in ordinary transactions; each member has equal rights in management. In a manager-managed LLC, the members appoint one or more managers (who may or may not be members) to handle day-to-day operations, while members retain authority over major decisions. Under N.J.S.A. 42:2C-37, a New Jersey LLC is member-managed by default unless the operating agreement expressly provides that it is manager-managed, "managed by managers," or that management is "vested in managers." The same section sets the voting defaults: a difference in the ordinary course is decided by a majority of the members, an act outside the ordinary course requires the consent of all members, and the operating agreement itself may be amended only with unanimous consent.

Single-Member vs Multi-Member Agreements

Both single-member and multi-member LLCs should have a written operating agreement, but their emphasis differs. A multi-member agreement is mainly about the relationships between owners - ownership splits, voting, deadlock, distributions, and buy-sell terms - because those are the points members later dispute. It is especially important in New Jersey to override the equal-shares distribution default if members contributed unequal capital. A single-member agreement is shorter but still valuable: it documents that the LLC is a separate entity from its owner, sets who takes over if the owner dies or is incapacitated, and reinforces the limited-liability shield by showing the LLC observes formalities. Courts and banks give more weight to a single-member LLC that has a real operating agreement. See single-member LLC for more.

Statutory Default Rules (RULLCA)

Where your operating agreement is silent, N.J.S.A. 42:2C supplies the answer through the RULLCA default rules. These defaults often do not match what the members actually want, which is exactly why the agreement matters. Common New Jersey defaults include the following.

Issue	New Jersey default if the agreement is silent
Management	Member-managed unless the agreement says manager-managed (42:2C-37)
Distributions	Equal shares among members, regardless of capital contributed (42:2C-34)
Ordinary decisions	Majority of the members (42:2C-37)
Extraordinary acts / amending the agreement	Consent of all members (42:2C-37)
Fiduciary duties	Statutory duties of loyalty and care apply (42:2C-39)

RULLCA lets members override most of these defaults in the operating agreement, but N.J.S.A. 42:2C-11 also sets limits - for example, the agreement generally cannot eliminate the duty of loyalty or the contractual obligation of good faith and fair dealing outright, though it may reasonably restrict or identify activities that do not violate those duties. Drafting around the defaults, within those limits, is the core purpose of a written agreement.

Putting the Agreement in Place

To adopt an operating agreement, draft it to reflect your ownership and management decisions, have all members review and sign it, and keep the signed original with your company records. Update it when ownership, management, or contributions change, and keep prior versions. Because New Jersey presumes the agreement exists and because it controls how profits, control, and exits work, it is worth getting right at formation rather than after a dispute. Complete it alongside the other formation steps in how to form an LLC in New Jersey, confirm your registered agent is on file, and keep your annual report and state fees current. For the national framework and templates overview, see the LLC operating agreement hub.

Frequently Asked Questions

Is an operating agreement required for a New Jersey LLC?

New Jersey does not legally require one, but the Revised Uniform LLC Act (N.J.S.A. 42:2C-11) recognizes an operating agreement that may be oral, in a record, or implied, and its default rules govern whatever the agreement omits. A written agreement is strongly recommended.

Do I file my operating agreement with the state?

No. It is an internal document kept with your records. Only the Certificate of Formation, annual report, and NJ-REG tax registration are filed with the Division of Revenue.

Does a single-member New Jersey LLC need one?

It is not required, but a single-member LLC should have a written operating agreement to document separateness, set succession, and help preserve limited liability. Banks and courts give it more weight.

What happens if my LLC has no operating agreement?

The N.J.S.A. 42:2C default rules govern - for example, distributions default to equal shares regardless of capital contributed, and the LLC is member-managed. A written agreement lets members override most defaults.

What is the difference between member-managed and manager-managed?

In a member-managed LLC, all members run the business; in a manager-managed LLC, appointed managers handle operations while members keep major decisions. Under N.J.S.A. 42:2C-37, a New Jersey LLC is member-managed by default.

Sources

New Jersey Revised Statutes - N.J.S.A. 42:2C-11, Operating agreement; scope, function, and limitations.
New Jersey Revised Statutes - N.J.S.A. 42:2C-2, Definitions (operating agreement may be oral, in a record, or implied).
New Jersey Revised Statutes - N.J.S.A. 42:2C-37, Management of limited liability company (member-managed default; voting).
New Jersey Revised Statutes - N.J.S.A. 42:2C-34, Sharing of and right to distributions before dissolution (equal-shares default).
New Jersey Revised Statutes - N.J.S.A. 42:2C-39, Standards of conduct for members and managers (duties of loyalty and care).
New Jersey Revised Statutes - N.J.S.A. 42:2C-18, Certificate of formation (what the state actually files).
New Jersey Revised Statutes - N.J.S.A. 42:2C-14, Office and agent for service of process.
New Jersey Revised Statutes - Title 42, Partnerships and Partnership Associations (Chapter 2C, RULLCA).
NJ Division of Revenue and Enterprise Services - Getting Registered (formation and NJ-REG; operating agreement not filed).
Business.NJ.gov - Register Your Business (formation steps; internal governance).
IRS - Limited Liability Company (LLC) (federal treatment of member interests).
IRS - Single Member Limited Liability Companies (separateness and classification).
Legal Information Institute - Operating agreement (definition).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. This page is general information, not legal or tax advice. Statutes change; verify current requirements in the New Jersey Revised Uniform Limited Liability Company Act (N.J.S.A. 42:2C) and confirm your specific needs with a licensed attorney before acting.