New York LLC Formation
An overview of the steps required to form an LLC in New York
The State of New York boasts the 11th largest economy in the world—an attractive
economic environment for many new entrepreneurs. New York's financial backdrop—combined
with an LLC's structural flexibility, liability benefits, and ability for owners
to elect their company's tax status—makes forming a New York LLC a viable and appealing
option for new business owners. You can compare the differences between an LLC,
C corporation and S corporation on
this chart.
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Steps to forming a New York Limited Liability Company
In order to form your LLC in the state of New York, you'll need to file Articles
of Organization. This is the state's formation document, laying out the specifics
of your business. At minimum, the following information must be laid out:
- The name of your LLC: This name will be rejected if it is the same or similar to
an entity already existing in New York; make sure to check the name for availability
before you attempt to file to avoid unnecessary delays. Some words or phrases will
not be allowed in your LLC's name under any circumstance: "incorporated," "board
of trade," "state trooper," and some other restricted words. Additionally, there
are a few words that are allowed to be present in your LLC's name only with permission
from specific departments. For example, any educational terminology must be accompanied
by specific permission from the Commissioner of Education.
If you'd like, ClickandInc.com can perform a
business name search to determine the availability of your name.
- County: The county in which your LLC's office will be located must be listed on
the Articles of Organization.
- Service of Process address: The Secretary of State will act as your LLC's agent
for service of process, but you must list an address to which the state will forward
copies of any process documents received on your behalf. If your address changes,
it's important to notify the state so that they have current address information
for your business.
- Organizer: The person who executed the Articles of Organization (who can be a member
of the LLC but is not required to be) must sign the Articles.
- Filer: The person who submitted the Articles for filing must provide their name
and address—this is the person to whom the Department of State will issue a filing
receipt. The filing receipt is a document that lays out your filing information
(filing date, the address of the person who will accept service of process, the
filing fee amount paid, and so on). The state will not duplicate or replace this
filing receipt for any reason (unless you can prove the filing receipt was lost
in the mail before it reached you, which is difficult), so make sure you file it
away somewhere safe upon receipt.
If you choose, you can also receive a copy of your filed Articles of Organization,
which will contain your filing number. It costs an additional $5, paid at the time
of filing, to receive the copy of your Articles—$10, if you'd like that copy to
contain a page certifying that the document is a true copy of the Articles that
were filed.
Additional Requirements for Forming an LLC in New York
In addition to the Articles of Organization (the formation documents of an LLC),
there are a few other requirements. Your LLC must have an operating agreement on
file, which can be adopted any time prior to or during the formation of the business
but no more than 90 days after the formation. This document lays out the responsibilities
of the members, the liabilities of those members, and the rights and powers the
members hold as far as operating the business. You do not need to file this document
with the state, but Section 417 of the Limited Liability Company Law specifies that
your LLC must have it on file.
You'll also need to publish notice of your filing in two newspapers in your county.
Your County Clerk will advise you as to which two papers you should publish notice
in. Once those notices have been published, you'll need to send proof of each publication
to the New York Department of State along with a $50 filing fee.
Other Types of Businesses in New York
For information on other types of businesses in New York, please explore the links
below.
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