Articles Of Organization New York LLC
The Articles of Organization, also known as Certificate of Formation in other jurisdictions, consists of a group of standard documents any business will need to complete in order to form a Limited Liability Company (LLC) in New York
. It contains integrated notes and important explanations and drafting tips to complete the information required by the NY LLCL (New York Limited Liability Company Law
). The document must be filed with the DOS of New York State.
An LLC is a legal entity that can best be described as a combination of a Partnership and a Corporation. A Limited Liability Company is owned by its members and not by shareholders. The owners of the company have limited responsibilities for the liabilities and obligations of the business. Once all the required documentation have been approved you will be allowed to operate your business as a Limited Liability Company. The reason why you should form an LLC is to ensure that your personal assets are excluded from any legal action that may be instituted against your company.
The first thing you need to do when establishing an LLC is to check that the name you have chosen for your company does not already exist and is available for use. The address you state on your Formation Documents is very important as well as the county in which you choose to publish the notification in the newspapers announcing that you have formed your LLC.
How to Form an LLC in NYC
In a nutshell, these are the steps you will need to follow in order to form an LLC in the State of New York:
• Choose a name for your LLC
• File your Articles of Organization NY with the DOS of New York State
• Choose a Registered Agent for the LLC
• Develop and implement an Operating Agreement
• Fulfill the New York publications requirement
• Fulfill the New York Tax & Regulatory requirements
In New York your LLC will not be required to file annual reports which is not the case in other states.
Guidelines to help Choose a Name for your LLC
In New York, as is the case in many other states, you will be required to use the abbreviations LLC or L.L.C., or the full title ‘Limited Liability Company’ behind your company’s name.
The name you choose for your LLC should be completely unique from any other business names already registered with the NY Secretary of State. To find out whether the name you have chosen is available for use, check the business name database of the NY Dept. of State’s Division of Corporations online website.
If the name is available you should file your Application for Reservation of Name with the NY state department by mail. Make sure that you carefully follow the New York naming conventions when you file your application. The fee for reservation of name is $20 and the name will be reserved for up to 60 days to allow for any objections.
When you form an LLC in New York, the NY Department of State must be named as your registered agent. Any legal documentation sent to your company will be received by the Department of State and forwarded to the address on your LLC.
You may appoint an additional registered agent if you wish which can be one of the following:
– A New York LLC
– A New York Resident
– A Foreign LLC
Guidelines on Completing your Operating Agreement
While not required by most states, all businesses operating as LLCs in New York must implement a written Operating Agreement within 90 days of filing the Articles of Organization. The Operating Agreement is intended for internal use and therefore it does not have to filed with the Dept. of State. However, so far there have been no consequences listed by the NY State for not implementing an Operating Agreement.
Your Operating Agreement is required to establish the following:
– The rights of the members of your LLC
– The duties of those member
– The powers of those members
– The obligations and liabilities of each member of your LLC
Guidelines for Publication Requirements
Within 120 days of the formation of your LLC you will be required to publish notices regarding the formation of your company in 2 separate newspapers in order to alert the public of your intention to form an LLC. The county clerk at the office where your LLC is located will choose which newspapers you should publish your notices with.
Once you have published your notices, you will be provided with Affidavits of Publication by the newspapers. This Affidavit of Publication together with your Certificate of Publication as well as copies of your two newspaper notifications must be submitted to the Division of Corporations at the NY Department of State. You will have to pay a $50 fee to file your Certificate of Publication.
Guidelines for Tax & Regulatory Requirements
There are other regulations and tax requirements our LLC may have to comply with. For example, depending on the nature of your business, you may need to obtain a license or business permit and apply for an EIN (Employer Identification Number).
In New York domestic and foreign LLCs are considered as either a partnership or a disregarded entity for tax purposes with the following being subject to annual filing fees – Income, Deductions, Gains, and Losses. Fees for filing can range between anything from $25 to $4,500.