Legal Question in Business Law in New York

Does a Corporation have a unique Operating agreement?

I am aware that every LLC has an operating agreement created by its member or members at its creation. However does a Corporation in particular a ''S'' corporation have an Operating agreement such as a LLC that can be modified to the wishes of its members and if so can the agreement be written to make all decisions only permissible with the consent of 2/3 of the members? Thank You!


Asked on 5/16/02, 6:41 pm

3 Answers from Attorneys

Norman Nadel Norman Nadel, Esq.

Re: Does a Corporation have a unique Operating agreement?

A corporation and its shareholders can enter into an agreement, which among other things, can provide for 2/3 vote for some or all issues.

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Answered on 5/17/02, 9:04 am
Sarah Klug Law Office of Sarah Scova Klug PLLC

Re: Does a Corporation have a unique Operating agreement?

A corporation operates under a set of by-laws. Unless prohibited by laws of the state in which the corporation is formed, the by-laws may be written to require a 2/3 majority to pass an amendment.

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Answered on 5/17/02, 11:06 am
Robert Beatson, II Law Offices of Robert Beatson, II

Re: Does a Corporation have a unique Operating agreement?

A corporate business entity in NY, such as an S corporation for federal income tax purposes, should have a full set of corporate legal documents to guide the business operations. Coporate bylaws, corporate Board of Directors meeting minutes, shareholder meeting minutes, etc. are essential for corporate governance and to have the business entity respected as a corporation under NY law. There are a number of business law and tax law variables that require careful consideration, especially with respect to 2/3 vote requirements for certain corporate actions. An experienced business law and tax attorney should be able to handle this under NY law. Please note that my legal services are available only with a signed engagement agreement in accordance with the NY Code of Professional Ethics applicable to attorneys licensed in New York. If I can be of any help to you or people you know, give me a call as I would be pleased to provide legal and tax support. Sincerely, Robert Beatson, II; 5-17-2002, 3:05 p.m. EST; Law Offices of Robert Beatson, II; 9818 Glynshire Way, Potomac, MD 20854; Tel/Fax 301-340-2951; email: [email protected]; website: www.beatsonlaw.com; Licensed to practice law in DC, MD, VA, and NY.

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Answered on 5/17/02, 3:06 pm


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