Use Caution When Amending Your Operating Agreement Without Unanimous Consent

In my experience, most operating agreements of New York LLCs include a provision barring amendments unless made in writing and executed by all members. Such provisions are especially prevalent with smaller, member-managed LLCs as opposed to larger, manager-managed LLCs having some number of passive investors. With the latter, I would venture to say that the larger the company in terms of its capitalization and assets, the more its governance resembles traditional corporate-style management, and the greater the number of its inactive members (especially if there are multiple classes of investing members, some of which have limited or no voting rights more akin to limited partners), the more likely it is to find at least some power of non-unanimous amendment reserved to the controlling members.