New Jersey gives LLC owners unusual freedom in how they make an operating agreement: it may be oral, in a record, implied, or any combination, and the statute expressly includes a sole member. If the agreement leaves the basics open, state law defaults to equal management rights and equal distributions among members, so ownership percentages alone do not control those outcomes.
Choose the version that matches your New Jersey LLC structure.
Is an Operating Agreement Required for a New Jersey LLC?
No. New Jersey forms an LLC through the filing of a Certificate of Formation, not by filing an operating agreement. The certificate establishes the entity, while the operating agreement governs matters such as member relationships, manager duties, company activities, and how the agreement itself may be amended.
The Act also recognizes operating agreements that are oral or implied, so it does not generally require a written signature or notarization simply for an operating agreement to exist. Putting the terms in writing is still the practical way to prove ownership, authority, voting rules, and economic arrangements later.
For the separate formation process, New Jersey’s business registration instructions direct LLCs to file a Certificate of Formation and then complete the applicable tax and employer registration. As of July 1, 2026, the statutory Certificate of Formation fee is $100. You can also verify current charges on the state’s LLC filing fee schedule.
What Counts as an Operating Agreement in New Jersey?
“Operating agreement” means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in subsection a. of section 11 of this act. The term includes the agreement as amended or restated.
New Jersey defines the agreement by what the members agree to rather than by a required title or format. The statutory definition expressly recognizes flexible forms, includes a sole member, and treats later amendments or restatements as part of the operating agreement.
It does not have to begin as a traditional signed contract. New Jersey recognizes oral, recorded, implied, and combined forms of agreement.
A sole member can have an operating agreement even though only one person is involved. New Jersey says so directly in its statutory definition.
N.J.S.A. § 42:2C-11 makes the operating agreement the primary rulebook for member relationships, manager rights and duties, company activities, and the amendment process. New Jersey’s statutory rules fill the gaps when the agreement is silent, subject to provisions the Act does not allow the agreement to override.
New Jersey LLC Default Rules Owners May Want to Replace
These defaults matter because New Jersey does not automatically tie control or distributions to ownership percentages. A written operating agreement can replace many of them with rules that actually fit the deal among the members.
The LLC is member-managed unless the operating agreement expressly makes it manager-managed.
§ 42:2C-37(a)Each member has equal management rights. Ordinary-course disagreements are decided by a majority of the members, not automatically by ownership percentage.
§ 42:2C-37(b)(2)-(3)In a member-managed LLC, acts outside the ordinary course require all members’ consent. The default amendment rule is also unanimous consent.
§ 42:2C-37(b)(4)-(5)Pre-dissolution distributions are made in equal shares when the agreement does not provide another arrangement, subject to statutory transfer and creditor rules.
§ 42:2C-34(a)A member has the power to dissociate by express will at any time, although leaving can be wrongful in specified circumstances. Dissociation itself does not create an automatic right to a distribution.
§§ 42:2C-45, 46; § 42:2C-34(b)A member may transfer the economic interest, but the transfer alone does not give the buyer management rights or make the buyer a member.
§ 42:2C-42